MASSMUTUAL INSTITUTIONAL FUNDS, 485APOS, 1997-11-26

MASSMUTUAL INSTITUTIONAL FUNDS
485APOS, 1997-11-26

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<PAGE>

As filed with the Securities and Exchange Commission on November 26, 1997

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.5
[X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 7
[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:
J. B. Kittredge 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)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Master Investment Portfolio has also executed this Registration Statement

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, 1996 was filed on
February 25, 1997.

The Index of Exhibits is located at Page 1 of Part C of Item 24(b).

To: The Securities and Exchange Commission

The Registrant submits this Post-Effective Amendment No. 5 to its
Registration Statement under the Securities Act of 1933 (Registration No.
33-73824) and this Amendment No. 7 to its Registration Statement under the
Investment Company Act of 1940 (Registration No. 811-8274). This Post-Effective
Amendment relates solely to the MassMutual Indexed Equity Fund. No information
relating to any other series of Registrant is amended or superseded hereby.
<PAGE>

MASSMUTUAL INSTITUTIONAL FUNDS

FORM N-1A

CROSS REFERENCE SHEET

Part A
Item No. Prospectus Heading
- -------- ------------------
<S> <C> <C>

1 Cover Page Cover Page

2 Synopsis Expense Information

3 Condensed Financial Information Not Applicable

4 General Description of Registrant The Trust; Investment Practices of the Fund and Related Risks; Investment
Objective and Policies of the Fund; Description of Shares; Appendix -
Additional Investment Policies

5 Management of the Fund The Trust; Master/Feeder Structure; Management of the Trust;
Expense Information

5A Management's Discussion of Fund
Performance Not Applicable

6 Capital Stock and Other Securities The Trust; Distributions And Taxation; Master/Feeder Structure; Description
Of Shares

7 Purchase of Securities Being Offered How To Purchase, Exchange, and Redeem Shares; Management of the Trust;
How Fund Shares Are Priced

8 Redemption or Repurchase How to Purchase, Exchange, And Redeem Shares

9 Pending Legal Proceedings Inapplicable
</TABLE>

iii
<PAGE>

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 and History General Information

13 Investment Objectives and Policies Additional Investment Policies; Fundamental Investment
Restrictions of the Fund; Non-Fundamental Investment Restrictions of
the Fund; Fundamental Investment Restrictions of the Master
Portfolio; Non-Fundamental Investment Restrictions of the Master
Portfolio

14 Management of the Fund Management of the Trust; Compensation; Compensation Table

15 Control Person and Principal Holder of Control Person and Principal Holder of Securities
Securities

16 Investment Advisory and Other Services Fund Administrator and Sub-Administrator; The Distributor; Custodian,
Dividend Disbursing Agent And Transfer Agent; Investment Adviser and
Other Master Portfolio Service Providers; Class A Service Plan;
Independent Public Accountant

17 Brokerage Allocation and Other Practices Portfolio Transactions And Brokerage

18 Capital Stock and Other Securities Management Of The Trust; Description Of Shares; Master Portfolio
Organization

19 Purchase, Redemption and Pricing of Securities Shareholder Investment Account; Redemption Of Shares; Valuation
Being Offered Of Portfolio Securities

20 Tax Status Taxation

21 Underwriters The Distributor

22 Calculation of Performance Data Investment Performance

23 Financial Statements Not Applicable

</TABLE>

iv
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor may +
+ any offers to buy be accepted prior to the time the registration statement +
+ becomes effective. This Prospectus shall not constitute an offer to sell or +
+ the solicitation of an offer to buy nor shall there be any sale of these +
+ securities in any State in which such offer, solicitation, or sale would be +
+ unlawful prior to registration or qualification under the securities laws of +
+ any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED NOVEMBER 26, 1997

MASSMUTUAL INDEXED EQUITY FUND
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111

(413) 788-8411

MassMutual Institutional Funds (the "Trust") is a professionally managed,
open-end investment company 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 separate series of shares, each of which has a distinctive
investment objective. This Prospectus describes one of these series, MassMutual
Indexed Equity Fund (the "Fund").

The Fund seeks to approximate as closely as practicable (before fees and
expenses) the capitalization-weighted total rate of return of that portion of
the U.S. market for publicly-traded common stocks composed of larger capitalized
companies. This investment objective is fundamental and cannot be changed
without shareholder approval. The Fund seeks to achieve its investment objective
by investing all of its assets in the S&P 500 Index Master Portfolio (the
"Master Portfolio"), which is a series of Master Investment Portfolio, an open-
end management investment company, rather than in a portfolio of securities. The
Master Portfolio has substantially the same investment objective as the Fund and
the Fund's investment experience corresponds directly with that of the Master
Portfolio.

This Prospectus sets forth concisely the information about the Fund 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 Fund and the Trust is contained in a Statement of Additional
Information dated [ ], 1998, 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.

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 [ ], 1998.
<PAGE>

Table Of Contents

<TABLE>
<CAPTION>
Page
<S> <C>
Expense Information............................................ 3
The Trust...................................................... 4
Investment Objective And Policies Of The Fund.................. 4
Investment Practices Of The Fund And Related Risks............. 5
How To Purchase, Exchange And Redeem Shares.................... 5
Master/Feeder Structure........................................ 8
Management Of The Fund......................................... 9
Description Of Shares.......................................... 10
How Fund Shares Are Priced..................................... 11
Distributions And Taxation..................................... 11
Investment Performance......................................... 12
Glossary....................................................... 13
Appendix - Additional Investment Policies...................... A-1
</TABLE>

2
<PAGE>

Expense Information

The following information, which reflects expenses for the Fund, including
indirect expenses incurred by the Master Portfolio, is provided in order to
assist you in understanding the various costs and expenses that you, as an
investor in the Fund, will bear directly or indirectly.

<TABLE>
<CAPTION>
Class A Class Y Class S
Shares Shares Shares

- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Charge Imposed
on Purchases............................ None None None
Maximum Sales Charge
on Reinvested Dividends................. None None None
Maximum Deferred Sales Charge............ 1.00%/(1)/ None None
Exchange Fee............................. None None None
Redemption Fee........................... None None None
Annual Operating Expenses
(As a percentage of average net assets)
Management Fees.......................... .05% .05% .05%
Rule 12b-1 Fees........................... .25% None None
Other Expenses/(2)/...................... .78% .58% .37%
- -----------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES/(2)/............ 1.08% .63%/(3)/ .42%/(4)/
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1) You may have to pay a contingent deferred sales charge of up to 1% if you
sell any Class A shares within 12 months of the date on which you first
purchased Class A shares of any series of the Trust. See "How to Purchase,
Exchange, and Redeem Shares" below for more information on the contingent
deferred sales charge.

(2) Since the Fund is new and did not begin operations until [ ] 1998, Other
Expenses and Total Operating Expenses are based on estimated amounts for the
current fiscal year. The Management Fees and Rule 12b-1 Fees stated above
reflect contract amounts. See " How to Purchase, Exchange and Redeem Shares-
Class A Shares-Sales Charges and 12b-1 Fees" and "Management of the
Trust".

(3) Class Y investors also may be subject to charges imposed in their
administrative services or other agreement with Massachusetts Mutual Life
Insurance Company ("MassMutual"). See "How to Purchase, Exchange and
Redeem Shares - Features and Eligibility Requirements of Each Class."

(4) There are no current client expenses for separate investment accounts, but
employee benefit plans that invest in the separate investment accounts are
subject to charges imposed in their group annuity contracts as set forth in
their respective Plan Documents. See "Glossary" for a definition of Plan
Documents.

EXAMPLES: An investor would pay the following expenses on an
investment of $1,000 in the Fund assuming: (a) a
5% annual return and (b) redemption at the end of
each time period.

<TABLE>
<CAPTION>
Class A Class Y Class S
Shares Shares Shares

- -------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $21 $ 6 $ 4
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
3 Years $34 $20 $13
- -------------------------------------------------------------------------------
</TABLE>

An investor would pay the following expenses on the same investment, assuming no
redemption:

<TABLE>
<CAPTION>
Class A Class Y Class S
Shares Shares Shares

- -------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $11 $ 6 $ 4
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
3 Years $34 $20 $13
- -------------------------------------------------------------------------------
</TABLE>

The Examples are based on the Fund's "Total Operating Expenses," as described
above. Please remember that the Examples should not be considered as
representative of past or future expenses and that actual expenses may be higher
or lower than those shown. The assumption in the Examples of a 5% annual return
is required by regulations of the Securities and Exchange Commission (the
"SEC") and is applicable to all mutual funds. The assumed 5% annual return is
not a prediction of, and does not represent, the projected or actual performance
of the Fund's shares.

3
<PAGE>

The Trust

MassMutual Institutional Funds (the "Trust") is an open-end, management
investment company 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. This Prospectus
describes MassMutual Indexed Equity Fund, a separate, diversified series of
shares of the Trust (the "Fund"). The Fund has three classes of shares
offered to different types of investors and having different expenses. For
information regarding the Fund's three classes of shares, see "How To Purchase,
Exchange, And Redeem Shares" below.

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 (the "Declaration of Trust").
Each share of the Fund represents an investment in the Fund's portfolio of
securities. The value of an investment in the Fund will vary as the value of
the underlying portfolio increases or decreases. Dividends paid for a class of
the Fund will vary in relation to 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 Fund, approve contracts and authorize Trust officers to
carry out the decisions of the Board. For more information concerning the
management of the Trust, reference should be made to the Statement of Additional
Information.

Investment Objective And Policies Of The Fund

The Fund seeks to achieve its investment objective by investing all of its
assets in the S&P 500 Index Master Portfolio (the "Master Portfolio") of Master
Investment Portfolio, an open-end, management investment company ("MIP"). The
Master Portfolio has substantially the same investment objective as the Fund.
The Master Portfolio seeks to achieve its objective by investing substantially
all of its assets in the same stocks and in substantially the same percentages
as the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500
Index")./2/ The weightings of stocks in the S&P 500 Index are based on each
stock's relative total market capitalization; that is, its market price per
share times the number of shares outstanding .

The Master Portfolios has represented that no attempt is made to manage its
portfolio using economic, financial and market analysis. The Master Portfolio
is managed by determining which securities are to be purchased or sold to
replicate, to the extent feasible, the investment characteristics of the S&P 500
Index. Under normal market conditions, at least 90% of the value of the Master
Portfolio's total assets is invested in securities comprising the S&P 500 Index.
The Master Portfolio has also represented that it attempts to achieve, in both
rising and falling markets, a correlation of at least 95% between the total
return of its net assets, before expenses, and the total return of the S&P 500
Index. Notwithstanding the factors described below, perfect (100%) correlation
would be achieved if the total return of the Master Portfolio's net assets
increased or decreased exactly as the total return of the S&P 500 Index
increased or decreased.

The Master Portfolio's ability to match its investment performance to the
investment performance of the S&P 500 Index may be affected by, among other
things, the Fund's and the Master Portfolio's expenses, the amount of cash and
cash equivalents held by the Master Portfolio's investment portfolio, the manner
in which the total return of the S&P 500 Index is calculated and the timing,
frequency and size of shareholder purchases and redemptions of both the Fund and
the Master Portfolio. The Master Portfolio uses cash flows from shareholder
purchase and redemption activity to maintain, to the extent feasible, the
similarity of its portfolio to the securities comprising the S&P 500 Index.
Barclays Global Fund Advisors, the Master Portfolio's investment adviser
("BGFA"), regularly monitors the Master Portfolio's correlation to the S&P
500 Index and adjusts the portfolio of the Master Portfolio to the extent
necessary to achieve a correlation of at least 95% with the S&P 500 Index. The
Fund's performance will correspond directly to the experience of the Master
Portfolio.

The Master Portfolio has represented that it is a fully replicating portfolio,
which is an effective means of duplicating the investment performance of the S&P
500 Index. The

- -----------
/1/ As used in this Prospectus, a majority of the outstanding voting shares of
the Fund means the lesser of (a) 67% of the Fund's outstanding shares present at
a meeting of shareholders if ore than 50% of the outstanding shares are present
in person or by proxy, or (b) more than 50% of the Fund's outstanding shares.
/2/ S&P does not sponsor the Fund or the Master Portfolio, nor is it affiliated
in any way with Barclays Global Fund Advisors, the Master Portfolio's investment
adviser, the Master Portfolio or the Fund. "Standard & Poor's(R)," "S&P(R),"
"S&P500(R)," and "Standard & Poor's 500(R)" are trademarks of McGraw-Hill, Inc
and have been licensed for use by the Fund and the Master Portfolio. The Fund
and the Master Portfolio are not sponsored, endorsed, sold, or prompted by S&P
and S&P makes no representation or warranty, express or implied, regarding the
advisability of investing in the Fund and the Master Portfolio. S&P's only
relationship to the Fund and the Master Portfolio is the licensing of certain
trademarks and trade names of S&P and of the S&P 500 Index. The S&P 500 Index is
determined, composed and calculated by S&P without regard to the Fund or the
Master Portfolio.

4
<PAGE>

Master Portfolio has also represented that it holds all issues in the S&P 500
Index in capitalization weights and will add or delete securities in the same
weights and at the same time as changes are made to the S&P 500 Index.

In seeking to replicate the performance of the S&P 500 Index, the Master
Portfolio also may engage in futures and options transactions and other
derivative securities transactions, and may lend its portfolio securities, each
of which involves risk. Generally, the Master Portfolio attempts to be fully
invested at all times in securities comprising the S&P 500 Index and in futures
and options on stock index futures. The Master Portfolio may invest up to 10% of
its total assets in high-quality money market instruments to provide liquidity.
See "Appendix -Additional Investment Policies."

Investment Practices Of The Fund And Related Risks

General

The Fund's net asset value per share should be expected to fluctuate. Investors
should consider the Fund as a part of an overall investment program and should
invest only if they are willing to undertake the risks involved. For additional
information on the risks involved in investing in the Fund, see "Appendix -
Additional Investment Policies."

Equity Securities

The stock investments of the Master Portfolio are subject to equity market risk.
Equity market risk is the possibility that common stock prices will fluctuate or
decline over short or even extended periods. The U.S. stock market tends to be
cyclical, with periods when stock prices generally rise and periods when prices
generally decline. Throughout the first six months of 1997, the stock market,
as measured by the S&P 500 Index and other commonly used indices, was trading at
or close to record levels. There can be no guarantee that these performance
levels will continue. Changes in the value of the Master Portfolio's
investments will result in changes in the value of its shares and thus the
Fund's total return to investors.

Use of Derivatives

The Master Portfolio may invest, to a limited extent, in derivatives. These are
financial instruments which derive their performance, at least in part, from the
performance of an underlying asset or index. The derivatives the Master
Portfolio may use include stock index futures. While derivatives can be used
effectively in furtherance of the Master Portfolio's investment objective, under
certain market conditions, they can increase the volatility of the Master
Portfolio's net asset value and can decrease the accurate pricing of the Master
Portfolio's portfolio. See "Appendix - Additional Investment Policies" and
"Additional Investment Policies" in the Statement of Additional
Information.

Foreign Securities

Since the stocks of some foreign issuers are included in the S&P 500 Index, the
Master Portfolio's portfolio may contain securities of such foreign issuers, as
well as American Depositary Receipts and similar instruments, which may subject
the Master Portfolio to additional investment risks with respect to those
securities that are different in some respects from those incurred by a fund
which invests only in securities of domestic issuers. Such risks include
possible adverse political and economic developments, seizure or nationalization
of foreign deposits or adoption of governmental restrictions which might
adversely affect the value of the securities of a foreign issuer to investors
located outside the country of the issuer, whether from currency blockage or
otherwise.

Other Investment Considerations

Asset allocation and modeling strategies are employed by BGFA for other
investment companies and accounts advised or sub-advised by BGFA. If these
strategies indicate particular securities should be purchased or sold at the
same time by the Master Portfolio and one or more of these investment companies
or accounts, available investments or opportunities for sales will be allocated
equitably to each by BGFA. In some cases, these procedures may adversely affect
the size of the position obtained for or disposed of by the Master Portfolio or
the price paid or received by the Master Portfolio.

Fundamental Investment Restrictions

For a description of fundamental investment restrictions of the Fund which may
not be changed without the affirmative vote of a majority of the outstanding
voting shares of the Fund, reference should be made to the Statement of
Additional Information.

How To Purchase, Exchange, And Redeem Shares

Features and Eligibility Requirements of
Each Class

The Fund offers three different classes of shares to investors: Class A, Class Y
and Class S. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will likely
have different share prices. The Class A, Class Y and Class S shares are
offered as follows.

Class A Shares - Class A shares of the Fund may be purchased by: defined
contribution plans and defined benefit plans that qualify under section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), with Plan
Assets/3/ in excess of $2.5 million; tax sheltered annuity plans under Code
section 403(b) with Plan Assets in excess of $2.5 million; and individual
retirement accounts described in Code section 408, the assets of which are
rolled

- ----------------
/3/ See "Glossary" for a definition of Plan Assets.

5
<PAGE>

over from qualified plans in connection with a program sponsored by
MassMutual ("Rollover IRAs"). Class A shares may also be purchased by other
institutional investors, such as deferred compensation plans described in Code
section 457, voluntary employees' beneficiary associations described in Code
section 509(c)(9), other non-qualified deferred compensation plans or other
institutional or sophisticated investors, in each case with assets in excess of
$2.5 million or which enter an agreement with MassMutual or an affiliate of
MassMutual for those purchases. In addition, Class A shares may be offered to
present or former officers, directors, trustees and employees (and their
spouses, parents, children and siblings) of the Trust, MassMutual and its
affiliates, and retirement plans established by them for their employees.

Class Y Shares - Class Y shares of the Fund may be purchased by non-qualified
deferred compensation plans where the employer sponsor enters into an
administrative services agreement with MassMutual, or an affiliate of
MassMutual, with respect to the administration of the plan. Class Y shares may
also be purchased by defined contribution plans and defined benefit plans under
Code section 401(a), and tax sheltered annuity plans under Code section 403(b),
in each case with Plan Assets in excess of $10 million and which enter into an
administrative services or other agreement with MassMutual or an affiliate of
MassMutual. Class Y shares may also be purchased by: certain other
institutional investors with assets in excess of $10 million which enter into
an agreement with MassMutual or an affiliate of MassMutual; and other
registered investment companies managed by MassMutual or an affiliate of
MassMutual, including other series of the Trust.

Class S Shares - Class S shares of the Fund are available only to separate
investment accounts ("SIAs") of MassMutual in which corporate qualified plans,
including defined contribution plans and defined benefit plans, certain
governmental plans and church or other plans are or may be permitted to invest
pursuant to the issuance of group annuity contracts.

Class A Shares - Sales Charges and 12b-1 Fees

Class A shares are sold at net asset value per share without an initial sales
charge. However, if an Investor/4/ redeems any Class A shares within 12 months
of the date on which the Investor first purchased Class A shares of any series
of the Trust, a contingent deferred sales charge (called the "Class A Contingent
Deferred Sales Charge") may be deducted from the redemption proceeds. If
imposed, the Class A Contingent Deferred Sales Charge will be equal to 1.0% of
the lesser of: (1) the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions); and (2) the original offering price (which is the original net
asset value of the redeemed shares). The Class A Contingent Deferred Sales
Charge will not exceed the aggregate commissions paid on account of all Class A
shares of all series of the Trust an Investor purchased subject to the Class A
Contingent Deferred Sales Charge.

In determining whether a Class A Contingent Deferred Sales Charge is payable,
the Fund will first redeem shares that are not subject to the sales charge,
including shares purchased by reinvestment of dividends and capital gains, and
then will redeem other shares in the order purchased.

No Class A Contingent Deferred Sales Charge is charged on exchanges of shares
under "Exchange Privileges and Procedures" (described below). However, if the
shares acquired by exchange are redeemed within 12 months of the initial
purchase of the exchanged shares, the Class A Contingent Deferred Sales Charge
will apply.

The Class A Contingent Deferred Sales Charge is waived in certain cases
described below.

Waivers of the Class A Contingent Deferred Sales Charges for Certain Purchasers.
Class A shares purchased by the following Investors are not subject to any Class
A Contingent Deferred Sales Charge:

(1) MassMutual or its affiliates;

(2) present or former officers, directors, trustees and employees (and their
spouses, parents, children and siblings) of the Trust, MassMutual and its
affiliates, and retirement plans established by them for their employees;

(3) registered management investment companies, unit investment trusts, or
separate accounts of insurance companies having an agreement with
MassMutual or the Distributor for those purchases;

(4) dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans for
their employees;

(5) dealers, brokers, banks or registered investment advisors that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients (those clients may be charged a transaction fee
by their dealer, broker or advisor for the purchase or sale of Fund
shares); and

(6) deferred compensation plans or other Investors, in each case if those
purchases are made through a broker or agent or other financial
intermediary that has made special arrangements with the Distributor for
those purchases.

Waivers of the Class A Contingent Deferred Sales Charge in Certain Transactions.
Class A shares issued or purchased in the following transactions are not subject
to the Class A Contingent Deferred Sales Charge:

- --------------
/4/ See "Glossary" for a definition of Investor.

6
<PAGE>

(1) shares issued in plans of reorganization, such as mergers;

(2) asset acquisitions and exchange offers to which the Fund is a party;

(3) shares purchased by the reinvestment of loan repayments by a participant
in a retirement plan for which MassMutual or its affiliates acts as
sponsor; and

(4) shares purchased by the reinvestment of dividends or other distributions
reinvested from the Fund or unit investment trusts for which reinvestment
arrangements have been made with the Distributor.

Waivers of the Class A Contingent Deferred Sales Charge for Certain Redemptions.
The Class A Contingent Deferred Sales Charge is also waived if shares that would
otherwise be subject to the Class A Contingent Deferred Sales Charge are
redeemed in the following cases:

(1) involuntary redemptions of shares by operation of law;

(2) if, at the time of purchase of shares the dealer agrees in writing to
accept the dealer's portion of the sales commission in installments of
1/12th of the commission per month (and no further commission will
be payable if the shares are redeemed within 12 months of purchase); or

(3) for distributions from Plans/5/ for any of the following purposes: (a)
following the death or disability (as defined in the Code) of the
participant or beneficiary (the death or disability must occur after the
participant's account was established); (b) to return excess
contributions; (c) to return contributions made due to a mistake of fact;
(d) hardship withdrawals, as defined in the Plan; (e) under a Qualified
Domestic Relations Order, as defined in the Code; (f) to meet the minimum
distribution requirements of the Code; (g) to establish "substantially
equal periodic payments" as described in Section 72(t) of the Code; (h)
for retirement distributions or loans to participants or beneficiaries;
(i) separation from service; (j) participant directed redemptions to
purchase shares of a mutual fund (other than a fund managed by MassMutual
or its subsidiaries) offered as an investment option in a Plan in which
the Fund is also offered as investment options under a special arrangement
with MassMutual or the Distributor; or (k) Plan termination or "in service
distributions," if the redemption proceeds are rolled over directly to a
Rollover IRA, the assets of which are invested in the Trust.

Class A Service Plan. Pursuant to a Rule 12b-1 Plan adopted by the Trust, Class
A shares of the Fund pay a service fee at the annual rate of .25% of the Fund's
average daily net assets attributable to the Class A shares. The Class A service
plan is of a type known as a compensation plan. This means, that although the
Trustees are expected to take into account the expenses of MassMutual, the fees
are payable to compensate MassMutual for services rendered even if the amount
paid by the Fund exceeds MassMutual's expenses. The Fund's Administrator,
MassMutual, receives the service fees and may pay all or a portion of them to
brokers and other financial intermediaries, including the Distributor and Sub-
Distributor, for personal services rendered to Investors in Class A shares and
to maintenance of Class A shareholder accounts. See the Statement of Additional
Information for a description of the types of permissible service fee
expenditures by MassMutual.

Class Y Shares - No Sales Charges

Class Y shares of the Fund are not subject to front-end sales charges.
Therefore, 100% of an Investor's money is invested in the Fund. In
addition, Class Y shares of the Fund are not subject to deferred sales charges
or to any distribution or service fees.

Class S Shares - No Sales Charges

SIAs purchase Class S shares directly from the Fund without a front-end sales
charge. Therefore, 100% of an SIA Investor's money is invested in the Fund. In
addition, Class S shares of the Fund are not subject to any deferred sales
charges or any 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 servicing agent of the Distributor) on a
Business Day prior to the close of the NYSE (normally, 4:00 p.m. Eastern Time)
will be processed based on that day's closing net asset value.

Plan Investors purchasing group annuity contracts from MassMutual which have the
Fund as an investment option under their Plans ("Group Annuity Investors") and
Rollover IRAs must place their purchase orders with MassMutual (as servicing
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: (1) includes all information and documentation necessary to make
appropriate Investor, Plan, trustee and/or Plan Participant/6/ (if applicable)
allocations to the Fund and/or other investment options under the Plan; and
(2) is received by MassMutual at its home office prior to the close of the NYSE.
Purchase orders by wire will be in good form only upon receipt by MassMutual of:
(1) immediately available funds, deposited to the appropriate MassMutual
account; and (2) a confirmation of the wire receipt. Any order to purchase Fund
shares which is received by MassMutual after the close of the NYSE 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 deter-

- -------------
/5/ See "Glossary" for a definition of Plans.
/6/ See "Glossary" for a definition of Plan Participant.

7
<PAGE>

mine that a purchase order is in good form with respect to a particular plan,
Plan Investors should refer to Plan Documents.

For non-qualified deferred compensation plans eligible to purchase Class Y
shares that have entered into an administrative services agreement with
MassMutual, Class Y shares will be purchased directly by the Plan's trustee
pursuant to the terms of the administrative services agreement. Investors Bank &
Trust Company may serve as a Plan's trustee under the terms of the
administrative services agreement. Other Investors eligible to purchase Class A
and Class Y shares that have entered into an administrative services or other
agreement with MassMutual must place purchase orders in accordance with the
terms of such administrative services or other agreement. All other Investors
must place purchase orders with the Distributor unless the Investor has entered
into an agreement permitting direct purchases from the Trust.

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 the Fund for the same class
of shares of another series of the Trust, subject to the provisions of Plan
Documents, any administrative services or other agreement with MassMutual and
applicable laws, including state insurance laws. However, exchanges may be
restricted or refused by the Fund if, in the opinion of the Trust: (1) an
Investor has engaged in excessive trading; (2) the Fund receives or anticipates
simultaneous orders affecting significant portions of the Fund's assets; or
(3) a pattern of exchanges coincides with a "market timing" strategy that might
be disruptive to the Fund. The Fund also reserves the right to refuse exchange
purchases by any person or group of persons, if, in the Trust's judgment, the
Fund would be unable to invest the funds effectively in accordance with its
investment objective 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
the Trust may be modified, in the sole discretion of the Trust, for Plan
Investors so that the Trust'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.

For Group Annuity Investors and Rollover IRAs, exchange requests must be
delivered to MassMutual at its home office. An Investor that has entered into an
administrative services or other agreement with MassMutual must deliver exchange
requests in good form pursuant to the terms of its administrative services or
other agreement. All other Investors must deliver exchange requests in good form
to the Distributor, or the Trust if the Investor has entered into an agreement
permitting direct purchases from the Trust.

Any exchange will involve the redemption of shares and the purchase of shares in
another series of the Trust on the basis of the next calculated net asset value
per share of each series of the Trust after the exchange request is received by
the Transfer Agent. Exchange requests will not be transmitted to the Transfer
Agent until determined to be in good form./7/

Redeeming Shares

For Group Annuity Investors and Rollover IRAs, redemption requests must be sent
to MassMutual at its home office. An Investor that has entered into an
administrative services or other agreement with MassMutual must deliver
redemption requests in good form pursuant to the terms of its administrative
services or other agreement. All other Investors must deliver redemption
requests in good form to the Distributor, or the Trust if the Investor has
entered into an agreement permitting direct purchases from the Trust.

The Fund redeems its shares at their net asset value as next computed after
receipt by the Transfer Agent of a request for redemption. Redemption requests
will not be transmitted to the Transfer Agent until determined to be in good
form. 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.

The Class A Contingent Deferred Sales Charge may be imposed on certain
redemptions of Class A shares. For information regarding the Class A Contingent
Deferred Sales Charge, see "Class A Shares -- Sales Charges and 12b-1 Fees"
above.

Master/Feeder Structure

The Fund is a feeder fund in a master/feeder structure. Accordingly, the Fund
invests all of its assets in the Master Portfolio which has substantially the
same investment objective as the Fund. See "Investment Objective And Policies
of the Fund." In addition to selling its shares to the Fund, the Master
Portfolio has and may continue to sell its shares to certain other mutual funds
or other accredited investors. Information regarding additional options, if
any, for investment in shares of the Master Portfolio is available from
Stephens, Inc., the Master Portfolio's placement agent ("Stephens"), and may
be obtained by calling 1-800-643-9691. The expenses and, correspond-

- ----------------
/7/ See "Purchase of Shares" above for a discussion of the term "in good form."

8
<PAGE>

ingly, the returns of other investment options investing in the Master Portfolio
may differ from those of the Fund.

The Fund is liable for its proportionate share of the obligations of the Master
Portfolio. However, the risk of the Fund incurring financial loss on account of
such liability is limited to circumstances in which both inadequate insurance
exists and the Master Portfolio itself is unable to meet its obligations. If a
mutual fund or other investor withdraws its investment from the Master
Portfolio, the economic efficiencies (e.g., spreading fixed expenses across a
larger asset base) that should be available through investment in the Master
Portfolio may not be fully achieved or maintained. In addition, given the
relatively novel nature of the master/feeder structure, accounting and
operational difficulties could occur. See "Expense Information" for
additional description of the Fund's and Master Portfolio's expenses.

The Master Portfolio's investment objective and other fundamental policies,
which are substantially the same as those of the Fund, cannot be changed without
the vote of a majority (as defined in the Investment Company Act of 1940 (the
"1940 Act")) of the Master Portfolio's outstanding voting interests. Whenever
the Fund is requested to vote on matters pertaining to the Master Portfolio, the
Trust will either hold a meeting of the Fund's shareholders and will cast its
votes as instructed by Fund shareholders, or vote the shares of the Master
Portfolio held by it in the same proportion as the vote of all other holders of
such security. If the Fund is requested to vote on matters pertaining to the
Master Portfolio and the Fund holds a meeting of the Fund's shareholders, the
Trustees of the Trust will vote shares for which they receive no voting
instructions in the same proportion as the shares for which they do receive
voting instructions. On the other hand, certain policies of the Master Portfolio
which are nonfundamental can be changed by vote of a majority of the MIP Board
of Trustees without a vote of interest-holders. If the Master Portfolio's
investment objective or policies are changed, the Fund could subsequently change
its objective or policies to correspond to those of the Master Portfolio or the
Fund could redeem its Master Portfolio interests and either seek a new
investment company with a matching objective in which to invest or retain its
own investment adviser to manage its portfolio in accordance with its objective.
In the latter case, the Fund's inability to find a substitute investment company
in which to invest or equivalent management services could adversely affect
shareholders' investments in the Fund. Investment of the Fund's assets in the
Master Portfolio is not a fundamental policy of the Fund and a shareholder vote
is not required for the Fund to withdraw its investment from the Master
Portfolio.

Information on the Fund's and Master Portfolio's investment objectives, policies
and restrictions is included under "Investment Objective and Policies of the
Fund" and "Appendix -- Additional Investment Policies" in this Prospectus and
in the Statement of Additional Information.

As of May 30, 1997, the S&P 500 Stock Fund of MasterWorks Funds Inc., 111 Center
Street, Little Rock; Arkansas 72201, owned approximately 95% of the outstanding
voting securities of the Master Portfolio and could be considered a
"controlling person" of the Master Portfolio for purposes of the 1940 Act.

Management Of The Fund

General

The Fund has not retained the services of an investment adviser because the
Fund's assets are invested in the Master Portfolio, which has retained
investment advisory services. See "Master Portfolio Investment Adviser"
below. However, the Fund bears a pro rata portion of the investment advisory
and certain other fees paid by the Master Portfolio, such as accounting, legal
and SEC registration fees. The Fund is also responsible for its own expenses
relating to, among other things, administrative, custodial and fund accounting
services, and transfer and dividend-disbursing agency services.

Master Portfolio Investment Adviser

BGFA serves as investment adviser to the Master Portfolio. Pursuant to an
Investment Advisory Contract with the Master Portfolio, BGFA provides investment
guidance and policy direction in connection with the management of the Master
Portfolio's assets, subject to the overall authority of MIP's Board of Trustees
and in conformity with Delaware law and the stated policies of the Master
Portfolio. MIP is registered under the 1940 Act as an openend management
investment company. MIP was organized on October 21, 1993 as a Delaware
business trust.

BGFA is an indirect subsidiary of Barclays Bank PLC ("Barclays") and is
located at 45 Fremont Street, San Francisco, California 94105. As of August 31,
1997, BGFA and its affiliates managed, administered and advised approximately
$482 billion of assets. For its advisory services to the Master Portfolio, BGFA
is contractually entitled to receive from the Master Portfolio a monthly fee at
the annual rate of .05%, of the Master Portfolio's average daily net assets.
For the year ended February 28, 1997, BGFA received amounts equal to .05% of the
average daily net assets of the Master Portfolio as compensation for its
advisory services.

BGFA, Barclays and their affiliates deal, trade and invest for their own account
in the types of securities in which the Master Portfolio may invest and may have
deposit, loan and commercial banking relationships with the issuers of
securities purchased by the Master Portfolio. BGFA has informed the Master
Portfolio that in making investment decisions BGFA does not obtain or use
material inside information in its possession.

Independent legal counsel to MIP and special counsel to BGFA has advised MIP and
BGFA that BGFA and its affiliates may perform the services contemplated by the
Investment Advisory Contract and this Prospectus without violation of the
Glass-Steagall Act. Such counsel has pointed out, however, that there are no
controlling judicial or administrative interpretations or decisions and that
future judicial or administrative interpretations of, or decisions relating to,
present federal or state statutes, including the Glass-Steagall Act, and
relating to the permissible activities of banks and their subsidiaries

9
<PAGE>

or affiliates, as well as future changes in such statutes, regulations and
judicial or administrative decisions or interpretations, could prevent such
entities from continuing to perform, in whole or in part, such services. If any
such entity were prohibited from performing any such services, it is expected
that new agreements would be proposed or entered into with another entity or
entities qualified to perform such services.

Fund Administrator and Sub-Administrator

MassMutual has entered into an administrative services agreement with the 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 Fund is
responsible for (i) its pro rata portion of certain fees paid by the Master
Portfolio, such as accounting, investment adviser, legal and SEC registration
and (ii) certain other expenses of the Fund, including brokerage, taxes,
interest, fees and expenses of noninterested trustees, legal fees, any required
trademark licensing 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 Fund pursuant to the administrative services agreement. The Trust, on
behalf of the 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 as follows: .7688% for
Class A shares; .5688% for Class Y shares; and .3588% for Class S shares. Refer
to "Expense Information" for more detailed information.

MassMutual has entered into a sub-administration agreement with Investors Bank &
Trust Company ("IBT"). As sub-administrator, IBT generally assists in all
aspects of Fund administration. IBT is compensated by MassMutual for providing
administrative services to the Fund. IBT also serves as the sub-administrator to
the Master Portfolio and is compensated by BGI (defined below) for providing
administrative services to the Master Portfolio.

Fund Distributor, Sub-Distributor, Transfer Agent, Dividend Disbursing Agent and
Custodian

OppenheimerFunds Distributor, Inc. ("Oppenheimer") acts as Distributor to the
Fund. MML Investors Services, Inc. ("MMLISI") serves as Sub-Distributor for the
Fund. IBT serves as the Fund's Sub-Administrator, Transfer Agent, Dividend
Disbursing 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. As Custodian, IBT has custody of the Fund's securities,
and maintains certain financial and accounting books and records.

Master Portfolio Co-Administrators and Placement Agent

Stephens, located at 111 Center Street, Little Rock, Arkansas 72201, and
Barclays Global Investors, N.A. ("BGI"), located at 45 Fremont Street, San
Francisco, California 94105, serve as the Master Portfolio's co-administrators
pursuant to a Co-Administration Agreement with the Master Portfolio. Under the
Co-Administration Agreement, Stephens and BGI provide general supervision of the
operations of the Master Portfolio, other than the provision of investment
advice. The administrative services provided to the Master Portfolio also
include coordination of the other services provided to the Master Portfolio,
compilation of information for reports to the SEC and state securities
commissions, preparation of proxy statements and interest-holder reports and
general supervision of data compilation in connection with preparing periodic
reports to MIP's Board of Trustees and officers. In addition, Stephens furnishes
office space and certain facilities to conduct the Master Portfolio's business,
and compensates MIP's trustees, officers and employees who are affiliated with
Stephens. BGI has delegated certain of its administrative duties to IBT.
IBT, as sub-administrator, is compensated by BGI for performing certain
administrative services. Stephens and BGI will be responsible for paying all
expenses incurred by the Master Portfolio other than fees payable to BGFA.
Stephens and BGI are not entitled to compensation for providing administrative
services to the Master Portfolio. Stephens also serves as the placement agent of
the Master Portfolio's shares but does not receive compensation for acting as
placement agent.

Master Portfolio Custodian, Transfer and Dividend-Disbursing Agent

IBT acts as custodian to the Master Portfolio. Wells Fargo Bank, 525 Market
Street, San Francisco, California 94105, acts as transfer and dividend-
disbursing agent for the Master Portfolio.

Description Of Shares

The Trust is a professionally managed, open-end series investment company. 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 series represents
an equal proportionate interest in that series with each other share of the same
class, none having priority or preference over another. Each series is preferred
over all other series in respect of the assets allocated to that series. Each
share of a particular class of a series 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

10
<PAGE>

is authorized to create new series and classes without shareholder approval.

Shares of the 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 the 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 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. Shareholder inquiries regarding the Fund should be directed to MassMutual
Institutional Funds, 1295 State Street, Springfield, Massachusetts 01111-0001.
See also "Master/Feeder Structure."

How Fund Shares Are Priced

The net asset value (closing price) of the Fund is determined once daily as of
the close of trading on the NYSE (currently 4:00 p.m. Eastern Time) on each day
on which the NYSE is open for trading.

The net asset value for shares of a class of the Fund is computed by adding the
value of the Fund's portfolio investments (i.e., the value of its investments in
the Master Portfolio) plus cash and other assets, if any, attributable to that
class, less any liabilities, by the total outstanding shares of the class. The
Fund's net asset value is expected to fluctuate daily.

The Fund's investment in the Master Portfolio is valued at the net asset value
of the Master Portfolio's shares. The Master Portfolio calculates the net asset
value of its shares on the same days and at the same time as the Fund. Except
for debt obligations with remaining maturities of 60 days or less, which are
valued at amortized cost, the Master Portfolio's other assets are valued at
current market prices, or if such prices are not readily available, at fair
value as determined in good faith in accordance with guidelines approved by
MIP's Board of Trustees. Prices used for such valuations may be provided by
independent pricing services. For further information regarding the methods
employed in valuing the Master Portfolios' investments, see "Valuation of
Portfolio Securities" in the Statement of Additional Information.

A dealer or other organization selling shares of the Fund may receive different
levels of compensation for selling one class of shares over another. Class A
shares of the Fund, which may be purchased at the net asset value per share next
determined after receipt of a purchase request in good order, are subject to the
service fees under Rule 12b-1, as set forth and expressed on an annual basis
under "Expense Information."

MassMutual may directly, or through the Distributor, pay cash compensation to
registered representatives who are not employees of MassMutual who sell Class A
and Y shares of the Fund. A registered representative selling Class A shares
may receive: (1) compensation in the first year in an amount equal to 1% of all
first year contributions; and (2) in each subsequent year, annual compensation
in an amount equal to 0.25% of the amount invested. A registered representative
selling Class Y shares to Investors, other than in connection with certain
non-qualified deferred compensation plans, may receive annual compensation in an
amount equal to: (1) 0.10% of the amount invested if the investment is equal to
or less than $10 million; or (2) if the investment exceeds $10 million, the sum
of 0.10% of the first $10 million invested and 0.05% on amounts in excess of $10
million. In connection with the sale of Class Y shares to non-qualified deferred
compensation plans that enter into an administrative services agreement with
MassMutual, additional compensation may be paid. In such cases, the aggregate
annual compensation will be in an amount equal to 0.25% of the amount invested.
Annual compensation paid on account of sales of Class A and Class Y shares will
be paid quarterly, in arrears.

Distributions And Taxation

The Fund intends to qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986 (the "Code"). As a regulated investment
company, the Fund will not be subject to federal income taxes on its ordinary
income and net realized capital gain distributed to its shareholders. In
general, if the Fund fails to distribute at least 98% of such income and gain in
the calendar year in which it is earned, the undistributed amount will be
subject to a 4% excise tax.

The Fund seeks to qualify as a regulated investment company by investing all of
its assets in the Master Portfolio. Based upon the anticipated classification
of the Master Portfolio for federal income tax purposes, MIP believes that the
Master Portfolio will be treated as a non-publicly traded partnership rather
than as a regulated investment company or a corporation under the Code, and as
such, shall not be subject to federal income tax. As a non-publicly traded
partnership, any interest, dividends, gains and losses of the Master Portfolio
are deemed to be "passed through" to the Fund in proportion to the Fund's
interest in the Master Portfolio. If the Master Portfolio were to accrue but not
distribute any interest, dividends or gains, the Fund would be deemed to have
recognized its allocable share of such income, regardless of whether or not such
income has been distributed by the Master Portfolio. However, the Master
Portfolio has represented that it seeks to minimize recognition by the Fund and
other investors of interest, dividends and gains without a corresponding
distribution.

Many Investors, including most tax qualified Plan Investors, may be eligible for
preferential federal income tax treatment on distributions received from the
Fund and dispositions of Fund

11
<PAGE>

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 the 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 the Fund. Investors that do not receive
preferential tax treatment are subject to federal income taxes on distributions
received 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. Under the Taxpayer Relief Act of 1997,
long-term capital gains generally will be subject to a 28% or 20% tax rate,
depending on the holding period in the portfolio investments. 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 the Fund.

Dividends from net investment income and distributions of any net realized
capital gains of the 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 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 Fund commenced operations on [ ], 1998. The Fund calculates the performance
for each Class for periods commencing prior to [ ], 1998, by including the
corresponding total return of the Master Portfolio adjusted to reflect the
deduction of anticipated fees and expenses applicable to each Class of the Fund
as stated in the Fee Table. See "Expense Information." These fees and expenses
include in the case of Class A Shares, Rule 12b-1 fees and contingent deferred
sales charges.

The Fund 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 Fund.

All performance information with respect to Class S shares will be provided net
of the Fund and SIA expenses, if any. The Fund may advertise its total return
and its holding period return (also known as cumulative total 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 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.

Average Annual Total Return for the year ended February 28, 1996.
- ---------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Class A Class Y Class S
<S> <C> <C> <C>
1 Year
3 Years
Since Inception (July 2, 1993)
- ----------------------------------------------------------------------------------------------------
</TABLE>

The quoted performance data includes the performance of the Master Portfolio
(adjusted as described above) for all periods before the Fund's Registration
Statement became effective. Employee benefit plans that invest plan assets in
the SIAs may be subject to certain charges as set forth in their respective Plan
Documents. Investors that enter into an administrative services or other
agreement with the Adviser may also be subject to certain changes as set forth
in their respective agreements. Total return figures would be lower if they
reflected these charges.

12
<PAGE>

Glossary

Investor: includes a plan sponsor, plan fiduciary, trustee, institutional
investor, insurance company separate investment account, and/or any other person
or entity described in the Prospectus as an eligible purchaser of shares, 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 the Fund on
behalf of a Plan are sometimes referred to as Plan Investors. The term Investor
does not include a Plan Participant.

Plan: refers to all defined contribution and defined benefit retirement plans
and any other employee retirement arrangement that invests in the Fund,
including non-qualified deferred compensation plans and tax sheltered annuity
plans.

Plan Assets: assets held by the Plan trustee of a particular Plan.

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),
administrative service agreements and other agreements providing for the
provision of services or benefits for the plan and its participants.

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 the
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 the
Trust, but only the property of the relevant series of the Trust shall be bound.

13
<PAGE>

Appendix -- Additional Investment Policies

Portfolio Securities

The Master Portfolio, subject to the terms of this Prospectus and the Fund's
Statement of Additional Information, may invest in the securities described
below.

U.S. Government Obligations -- The Master Portfolio may invest in various types
of U.S. Government obligations. U.S. Government obligations include securities
issued or guaranteed as to principal and interest by the U.S. Government, its
agencies or instrumentalities. Payment of principal and interest on U.S.
Government obligations (i) may be backed by the full faith and credit of the
United States (as with U.S. Treasury obligations and GNMA certificates) or (ii)
may be backed solely by the issuing or guaranteeing agency or instrumentality
itself (as with FNMA notes). In the latter case, the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be
privately owned. There can be no assurance that the U.S. Government would
provide financial support to its agencies or instrumentalities where it is not
obligated to do so. As a general matter, the value of debt instruments,
including U.S. Government obligations, declines when market interest rates
increase and rises when market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

Securities of Non-U.S. Issuers -- The Master Portfolio may invest in certain
securities of non-U.S. issuers as discussed below.

Obligations of Foreign Governments, Banks and Corporations -- The Master
- ----------------------------------------------------------
Portfolio may invest in U.S. dollar-denominated short-term obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined by BGFA to be of
comparable quality to the other obligations in which the Master Portfolio may
invest. The Master Portfolio may also invest in debt obligations of
supranational entities. Supranational entities include international
organizations designated or supported by governmental entities to promote
economic reconstruction or development and international banking institutions
and related government agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank, and the InterAmerican Development Bank.
The percentage of the Master Portfolio's assets invested in obligations of
foreign governments and supranational entities will vary depending on the
relative yields of such securities, the economic and financial markets of the
countries in which the investments are made and the interest rate climate of
such countries.

The Master Portfolio may invest a portion of its total assets in high-quality,
short-term (one year or less) debt obligations of foreign branches of U.S. banks
or U.S. branches of foreign banks that are denominated in and pay interest in
U.S. dollars.

American Depositary Receipts and Similar Instruments -- To the extent necessary
- ----------------------------------------------------
to replicate the investment characteristics of the S&P 500 Index, the Master
Portfolio may invest in foreign securities through American Depositary Receipts
("ADRs") and similar instruments convertible into securities of foreign
issuers. These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs (sponsored or
unsponsored) are receipts typically issued by a U.S. bank or trust company and
traded on a U.S. Stock Exchange, that evidence ownership of underlying foreign
securities. Issuers of unsponsored ADRs are not contractually obligated to
disclose material information in the U.S. and, therefore, such information may
not correlate to the market value of the unsponsored ADR.

Short-Term Instruments and Temporary Investments -- The Master Portfolio may
invest in high-quality money market instruments on an ongoing basis to provide
liquidity or for temporary purposes when there is an unexpected level of
shareholder purchases or redemptions. The instruments in which the Master
Portfolio may invest include: (i) short-term obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities (including government-
sponsored enterprises); (ii) negotiable certificates of deposit ("CDs"),
bankers' acceptances, fixed time deposits and other obligations of domestic
banks (including foreign branches) that have more than $1 billion in total
assets at the time of investment and that are members of the Federal Reserve
System or are examined by the Comptroller of the Currency or whose deposits are
insured by the FDIC; (iii) commercial paper rated at the date of purchase
"Prime-1" by Moody's or "A-1+" or "A-1" by S&P, or, if unrated, of comparable
quality as determined by BGFA; (iv) nonconvertible corporate debt securities
(e.g., bonds and debentures) with remaining maturities at the date of purchase
of not more than one year that are rated at least "Aa" by Moody's or "AA" by
S&P; (v) repurchase agreements; and (vi) short-term, U.S. dollar-denominated
obligations of foreign banks (including U.S. branches) that, at the time of
investment have more than $10 billion, or the equivalent in other currencies, in
total assets and in the opinion of BGFA are of comparable quality to obligations
of U.S. banks which may be purchased by the Master Portfolio.

Bank Obligations -- The Master Portfolio may invest in bank obligations,
- ----------------
including certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and foreign branches of
foreign banks, domestic savings and loan associations and other banking
institutions.

A-1
<PAGE>

Certificates of deposit are negotiable certificates evidencing the obligation of
a bank to repay funds deposited with it for a specified period of time.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Master Portfolio will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.

Bankers' acceptances are credit instruments evidencing the obligation of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations, bearing fixed, floating- or variable-interest
rates.

Commercial Paper and Short-Term Corporate Debt Instruments -- The Master
- ----------------------------------------------------------
Portfolio may invest in commercial paper (including variable amount master
demand notes), which consists of short-term, unsecured promissory notes issued
by corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangements between the issuer and a commercial
bank acting as agent for the payee of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. The
investment adviser to the Master Portfolio monitors on an ongoing basis the
ability of an issuer of a demand instrument to pay principal and interest on
demand.

The Master Portfolio also may invest in non-convertible corporate debt
securities (e.g., bonds and debentures) with not more than one year remaining to
maturity at the date of settlement. The Master Portfolio will invest only in
such corporate bonds and debentures that are rated at the time of purchase at
least "Aa" by Moody's or "AA" by S&P. Subsequent to its purchase by the Master
Portfolio, an issue of securities may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by the Master Portfolio.
The investment adviser to the Master Portfolio will consider such an event in
determining whether the Master Portfolio should continue to hold the obligation.
To the extent the Master Portfolio continues to hold such obligations, it may be
subject to additional risk of default.

Repurchase Agreements -- The Master Portfolio may enter into repurchase
- ----------------------
agreements wherein the seller of a security to the Master Portfolio agrees to
repurchase that security from the Master Portfolio at a mutually-agreed upon
time and price. The period of maturity is usually quite short, often overnight
or a few days, although it may extend over a number of months. The Master
Portfolio may enter into repurchase agreements only with respect to securities
that could otherwise be purchased by the Master Portfolio, and all repurchase
transactions must be collateralized. The Master Portfolio may incur a loss on a
repurchase transaction if the seller defaults and the value of the underlying
collateral declines or is otherwise limited or if receipt of the security or
collateral is delayed. The Master Portfolios may participate in pooled
repurchase agreement transactions with other funds advised by BGFA. See
"Additional Investment Policies" in the Statement of Additional Information for
additional information.

Investment Company Securities -- The Master Portfolio may invest in securities
issued by other open-end investment companies which principally invest in
securities of the type in which the Master Portfolio invests. Under the 1940
Act, the Master Portfolio's investment in such securities currently is limited
to, subject to certain exceptions, (i) 3% of the total voting stock of any one
investment company, (ii) 5% of the Master Portfolio's net assets with respect to
any one investment company and (iii) 10% of the Master Portfolio's net assets in
the aggregate. Investments in the securities of other investment companies
generally will involve duplication of advisory fees and certain other expenses.
The Master Portfolio may also purchase shares of exchange-listed closed-end
funds.

Futures Contracts and Options Transactions -- The Master Portfolio may use
futures as a substitute for a comparable market position in the underlying
securities.

A futures contract is an agreement between two parties, a buyer and a seller, to
exchange a particular commodity or financial statement at a specific price on a
specific date in the future. An option transaction generally involves a right,
which may or may not be exercised, to buy or sell a commodity or financial
instrument at a particular price on a specified future date. Futures contracts
and exchange traded options are standardized and traded on exchanges, where the
exchange serves as the ultimate counterparty for all contracts. Consequently,
the primary credit risk on futures contracts is the creditworthiness of the
exchange. Futures contracts are subject to market risk (i.e., exposure to
adverse price changes).

Although the Master Portfolio intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given that
a liquid market will exist for any particular contract at any particular time.
Many futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the
daily limit has been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be suspended for specified
periods during the trading day. Futures contract prices could move to the limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and potentially subjecting
the Master Portfolio to substantial losses. If it is not possible, or if the
Master Portfolio determines not to close a futures position in anticipation of
adverse price movements, the Master Portfolio will be required to make daily
cash payments on variation margin.

Stock Index Futures and Options on Stock Index Futures -- The Master Portfolio
- ------------------------------------------------------
may invest in stock index futures contracts and options on stock index futures
contracts as a substitute for a comparable market position in the underlying
securities.

A-2
<PAGE>

A stock index future obligates the seller to deliver (and the purchaser to
take), effectively, an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of the
last trading day of the contract and the price at which the agreement is made.
No physical delivery of the underlying stocks in the index is made. With
respect to stock indices that are permitted investments, the Master Portfolio
intends to purchase and sell futures contracts on the stock index for which it
can obtain the best price with consideration also given to liquidity. There can
be no assurance that a liquid market will exist at the time when the Master
Portfolio seeks to close out a futures contract or a futures option position.
Lack of a liquid market may prevent liquidation of an unfavorable position.

Loans of Portfolio Securities -- The Master Portfolio may lend securities from
its portfolio to domestic brokers, dealers and financial institutions (but not
individuals) in order to increase the return on the Master Portfolio's
portfolio. The value of the loaned securities may not exceed one-third of the
Master Portfolio's total assets and loans of portfolio securities are fully
collateralized based on values that are marked to market daily. The Master
Portfolio will not enter into any portfolio security lending arrangement having
a duration of longer than one year. The principal risk of portfolio lending is
potential default or insolvency of the borrower. In either of these cases, the
Master Portfolio could experience delays in recovering securities or collateral
or could lose all or part of the value of the loaned securities. The Master
Portfolio may pay reasonable administrative and custodial fees in connection
with loans of portfolio securities and may pay a portion of the interest or fee
earned thereon to the borrower or a placing broker. See "Additional Investment
Policies" in the Statement of Additional Information for additional information.

Borrowing Money -- As a fundamental policy, the Master Portfolio is permitted to
borrow to the extent permitted under the 1940 Act. However, the Master
Portfolio currently intends to borrow money only for temporary or emergency (not
leveraging) purposes, and may borrow up to one-third of the value of its total
assets (including the amount borrowed) valued at the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the Master Portfolio's total assets, the
Master Portfolio will not make any new investments.

Floating- and Variable-Rate Obligations -- The Master Portfolio may purchase
debt instruments with interest rates that are periodically adjusted at specified
intervals or whenever a benchmark rate or index changes. These adjustments
generally limit the increase or decrease in the amount of interest received on
the debt instruments. Floating- and variable-rate instruments are subject to
interest-rate risk and credit risk.

Illiquid Securities -- The Master Portfolio may invest up to 15% of the value of
its net assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with its investment objective. Such
securities may include securities that are not readily marketable, such as
privately issued securities and other securities that are subject to legal or
contractual restrictions on resale, floating- and variable-rate demand
obligations as to which the Master Portfolio cannot exercise a demand feature on
not more than seven days' notice and as to which there is no secondary market
and repurchase agreements providing for settlement more than seven days after
notice.

Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions --
The Master Portfolio may purchase or sell securities on a when-issued or
delayed-delivery basis and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines, or
the value of the security to be sold increases, before the settlement date.
Although the Master Portfolio will generally purchase securities with the
intention of acquiring them, the Master Portfolio may dispose of securities
purchased on a when-issued, delayed-delivery or a forward commitment basis
before settlement when deemed appropriate by the BGFA.

A-3
<PAGE>

MASSMUTUAL INDEXED EQUITY FUND
1295 State Street
Springfield, Massachusetts 01111

ADMINISTRATOR

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111

SUB-ADMINISTRATOR, TRANSFER AGENT
and CUSTODIAN

INVESTORS BANK & TRUST COMPANY
200 Clarendon Street
Boston, Massachusetts 02116

DISTRIBUTOR

OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Trade Center
New York, New York 10048

SUB-DISTRIBUTOR

MML INVESTORS SERVICES, INC.
1414 Main Street
Springfield, Massachusetts 01144

INDEPENDENT ACCOUNTANTS

COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
Springfield, Massachusetts 01101

LEGAL COUNSEL

ROPES & GRAY
One International Place
Boston, Massachusetts 02110
<PAGE>

SUBJECT TO COMPLETION

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 26, 1997

MASSMUTUAL INDEXED EQUITY FUND
1295 State Street
Springfield, Massachusetts 01111

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF MASSMUTUAL INDEXED EQUITY FUND (THE
"FUND"), A SERIES OF MASSMUTUAL INSTITUTIONAL FUNDS (THE "TRUST" ), DATED
[ ], 1998 (THE "PROSPECTUS"). TO OBTAIN A PROSPECTUS, CALL YOUR REGISTERED
REPRESENTATIVE, AT (413) 788-8411, OR WRITE THE TRUST AT THE ABOVE ADDRESS.

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.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

DATED [ ], 1998

B-1
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
GENERAL INFORMATION ................................................... B-3
ADDITIONAL INVESTMENT POLICIES ........................................ B-3
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND ....................... B-7
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND ................... B-9
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE MASTER PORTFOLIO ........... B-9
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE MASTER PORTFOLIO ....... B-10
MANAGEMENT OF THE TRUST ............................................... B-11
COMPENSATION .......................................................... B-15
COMPENSATION TABLE .................................................... B-15
CONTROL PERSON AND PRINCIPAL HOLDER OF SECURITIES ..................... B-16
FUND ADMINISTRATOR AND SUB-ADMINISTRATOR .............................. B-16
THE DISTRIBUTOR ....................................................... B-16
CLASS A SERVICE PLAN .................................................. B-17
CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER AGENT ............... B-17
INDEPENDENT PUBLIC ACCOUNTANT ......................................... B-17
INVESTMENT ADVISER AND OTHER MASTER PORTFOLIO SERVICE PROVIDERS ....... B-18
PORTFOLIO TRANSACTIONS AND BROKERAGE .................................. B-19
SHAREHOLDER INVESTMENT ACCOUNT ........................................ B-20
REDEMPTION OF SHARES .................................................. B-20
VALUATION OF PORTFOLIO SECURITIES ..................................... B-20
DESCRIPTION OF FUND SHARES ............................................ B-21
MASTER PORTFOLIO ORGANIZATION ......................................... B-21
INVESTMENT PERFORMANCE ................................................ B-22
TAXATION .............................................................. B-24
DISCLAIMER ............................................................ B-25
APPENDIX - DESCRIPTION OF SECURITIES RATINGS .......................... B-26
</TABLE>

B-2
<PAGE>

GENERAL INFORMATION
-------------------

MassMutual Institutional Funds (the "Trust") is an open-end, management
investment company 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 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 (the "Declaration of Trust"). This Statement of
Additional Information describes MassMutual Indexed Equity Fund, one of eight
separate, diversified series of shares of the Trust (the "Fund"). Additional
series may be created by the Trustees from time-to-time.

ADDITIONAL INVESTMENT POLICIES
------------------------------

The Fund has a distinct investment objective which it pursues, as described in
the Prospectus and below. The investment objective, fundamental investment
policies and fundamental investment restrictions of the Fund may not be changed
without the vote of a majority of the 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 the Fund present at a meeting if the
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy, or (2) more than 50% of the outstanding shares of the 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 investment objective of the Fund is to seek to approximate as closely as
practicable (before fees and expenses) the capitalization-weighted total return
of that portion of the U.S. market for publicly-traded common stocks composed of
larger-capitalized companies. The Fund seeks to achieve its investment objective
by investing all of its assets in the S&P 500 Index Master Portfolio (the
"Master Portfolio"), which is a series of Master Investment Portfolio ("MIP"),
an open-end, management investment company, rather than in a portfolio of
securities. Investment of the Fund's assets in the Master Portfolio is not a
fundamental policy of the Fund and a shareholder vote is not required for the
Fund to withdraw its investment from the Master Portfolio.

The following discussion, when applicable, elaborates on the presentation of the
types of securities in which the Master Portfolio may invest and the Master
Portfolio's investment policies contained in the Prospectus. For a description
of the ratings of corporate debt securities and money market instruments in
which the Master Portfolio may invest, reference should be made to the
Appendix.

Portfolio Securities

Bank Obligations. Domestic commercial banks organized under Federal law are
supervised and examined by the Comptroller of the Currency and are required to
be members of the Federal Reserve System and to have their deposits insured by
the Federal Deposit Insurance Corporation (the "FDIC"). Domestic banks organized
under state law are supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to join. In addition,
state banks whose certificates of deposit ("CDs") may be purchased by the Master
Portfolio are insured by the FDIC (although such insurance may not be of
material benefit to the Master Portfolio, depending on the principal amount of
the CDs of each bank held by the Master Portfolio) and are subject to Federal
examination and to a substantial body of Federal law and regulation. As a result
of Federal or state laws and regulations, domestic branches of domestic banks
whose CDs may be purchased by the Master Portfolio generally are required, among
other things, to maintain specified levels of reserves, are limited in the
amounts which they can loan to a single borrower and are subject to other
regulation designed to promote financial soundness. However, not all of such
laws and regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks, foreign subsidiaries of
domestic banks and domestic and foreign branches of foreign banks, such as CDs
and time deposits ("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are subject to
different risks than are those of domestic banks. These risks include foreign
economic and political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on interest income.
These foreign branches and subsidiaries are not necessarily subject to the same
or similar regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and

B-3
<PAGE>

accounting, auditing and financial record keeping requirements. In addition,
less information may be publicly available about a foreign branch of a domestic
bank or about a foreign bank than about a domestic bank.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state regulation
as well as governmental action in the country in which the foreign bank has its
head office. A domestic branch of a foreign bank with assets in excess of $1
billion may be subject to reserve requirements imposed by the Federal Reserve
System or by the state in which the branch is located if the branch is licensed
in that state.

In addition, Federal branches licensed by the Comptroller of the Currency and
branches licensed by certain states ("State Branches") may be required to: (1)
pledge to the regulator, by depositing assets with a designated bank within the
state, a certain percentage of their assets as fixed from time to time by the
appropriate regulatory authority; and (2) maintain assets within the state in an
amount equal to a specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or branches within
the state. The deposits of Federal and State Branches generally must be insured
by the FDIC if such branches take deposits of less than $100,000.

In view of the foregoing factors associated with the purchase of CDs and TDs
issued by foreign branches of domestic banks, by foreign subsidiaries of
domestic banks, by foreign branches of foreign banks or by domestic branches of
foreign banks, Barclays Global Fund Advisors ("BGFA"), the Master Portfolio's
investment adviser, carefully evaluates such investments on a case-by-case
basis.

The Master Portfolio may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, which are members of the FDIC, provided the Master Portfolio purchases
any such CD in a principal amount of not more than $100,000, which amount would
be fully insured by the Bank Insurance Fund or the Savings Association Insurance
Fund administered by the FDIC. Interest payments on such a CD are not insured by
the FDIC. The Master Portfolio will own no more than one such CD per such
issuer.

Management Policies

Repurchase Agreements. The Master Portfolio may engage in a repurchase agreement
with respect to any security in which it is authorized to invest, although the
underlying security may mature in more than thirteen months. The Master
Portfolio may enter into repurchase agreements wherein the seller of a security
to the Master Portfolio agrees to repurchase that security from the Master
Portfolio at a mutually agreed-upon time and price that involves the acquisition
by the Master Portfolio of an underlying debt instrument, subject to the
seller's obligation to repurchase, and the Master Portfolio's obligation to
resell, the instrument at a fixed price usually not more than one week after its
purchase. The Master Portfolio's custodian has custody of, and holds in a
segregated account, securities acquired as collateral by the Master Portfolio
under a repurchase agreement. Repurchase agreements are considered by the staff
of the Securities and Exchange Commissions (the "SEC") to be loans by the Master
Portfolio under the 1940 Act. The Master Portfolio may enter into repurchase
agreements only with respect to securities of the type in which it may invest,
including government securities and mortgage-related securities, regardless of
their remaining maturities, and requires that additional securities be deposited
with the custodian if the value of the securities purchased should decrease
below resale price. BGFA monitors on an ongoing basis the value of the
collateral to assure that it always equals or exceeds the repurchase price.
Certain costs may be incurred by the Master Portfolio in connection with the
sale of the underlying securities if the seller does not repurchase them in
accordance with the repurchase agreement. In addition, if bankruptcy proceedings
are commenced with respect to the seller of the securities, disposition of the
securities by the Master Portfolio may be delayed or limited. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the underlying
securities, as well as delay and costs to the Master Portfolio in connection
with insolvency proceedings), it is the policy of the Master Portfolio to limit
repurchase agreements to selected creditworthy securities dealers or domestic
banks or other recognized financial institutions. The Master Portfolio considers
on an ongoing basis the creditworthiness of the institutions with which it
enters into repurchase agreements.

Floating- and Variable-Rate Obligations. The Master Portfolio may purchase
floating- and variable-rate obligations as described in the Prospectus. The
Master Portfolio may purchase floating- and variable-rate demand notes and
bonds, which are obligations ordinarily having stated maturities in excess of
thirteen months, but which

B-4
<PAGE>

permit the holder to demand payment of principal at any time, or at specified
intervals not exceeding thirteen months. Variable rate demand notes include
master demand notes that are obligations that permit the Master Portfolio to
invest fluctuating amounts, which may change daily without penalty, pursuant to
direct arrangements between the Master Portfolio, as lender, and the borrower.
The interest rates on these notes fluctuate from time to time. The issuer of
such obligations ordinarily has a corresponding right, after a given period, to
prepay in its discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified number of days' notice to the holders of
such obligations. The interest rate on a floating-rate demand obligation is
based on a known lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest rate on a variable-
rate demand obligation is adjusted automatically at specified intervals.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are redeemable
at face value. Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Master Portfolio's right to
redeem is dependent on the ability of the borrower to pay principal and interest
on demand. Such obligations frequently are not rated by credit rating agencies
and the Master Portfolio may invest in obligations which are not so rated only
if BGFA determines that at the time of investment the obligations are of
comparable quality to the other obligations in which the Master Portfolio may
invest. BGFA, on behalf of the Master Portfolio, considers on an ongoing basis
the creditworthiness of the issuers of the floating- and variable-rate demand
obligations in the Master Portfolio's portfolio. The Master Portfolio will not
invest more than 10% of the value of its total net assets in floating- or
variable-rate demand obligations whose demand feature is not exercisable within
seven days. Such obligations may be treated as liquid, provided that an active
secondary market exists.

Futures Contracts and Options on Futures Contracts. The Master Portfolio may
enter into futures contracts and may purchase and write options thereon. Upon
exercise of an option on a futures contract, the writer of the option delivers
to the holder of the option the futures position and the accumulated balance in
the writer's futures margin account, which represents the amount by which the
market price of the futures contract exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the underlying
contract; however, the value of the option does change daily and that change
would be reflected in the net asset value of the Master Portfolio.

Transactions by the Master Portfolio in futures contracts involve certain risks.
One risk in employing futures contracts as a hedge against cash market price
volatility is the possibility that futures prices will correlate imperfectly
with the behavior of the prices of the securities in the Master Portfolio's
investment portfolio. Similarly, in employing futures contracts as a substitute
for purchasing the designated underlying securities, there is a risk that the
performance of the futures contract may correlate imperfectly with the
performance of the direct investments for which the futures contract is a
substitute. In addition, commodity exchanges generally limit the amount of
fluctuation permitted in futures contract prices during a single trading day,
and the existence of such limits may prevent the prompt liquidation of futures
positions in certain cases. Limits on price fluctuations are designed to
stabilize prices for the benefit of market participants; however, there could be
cases where the Master Portfolio could incur a larger loss due to the delay in
trading than it would have if no limit rules had been in effect.

In order to comply with undertakings made by the Master Portfolio pursuant to
Commodity Futures Trading Commission ("CFTC") Regulation 4.5, the Master
Portfolio will use futures and option contracts solely for bona fide hedging
purposes within the meaning and intent of CFTC Reg. 1.3(z); provided, however,
that in addition, with respect to positions in commodity futures or commodity
option contracts which do not come within the meaning and intent of CFTC Reg.
1.3(z), the aggregate initial margin and premiums required to establish such
positions will not exceed 5% of the liquidation value of the Master Portfolio's
portfolio, after taking into account unrealized profits and unrealized losses on
any such contract it has entered into; and provided further, that in the case of
an option that is in-the-money at the time of purchase, the in-the-money amount
as defined in CFTC Reg. 190.01(x) may be excluded in computing such 5%.

Future Developments. The Master Portfolio may take advantage of opportunities
in the area of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently

B-5
<PAGE>

contemplated for use by the Master Portfolio or which are not currently
available but which may be developed, to the extent such opportunities are both
consistent with the Master Portfolio's investment objective and legally
permissible for the Master Portfolio. Before entering into such transactions or
making any such investment, the Master Portfolio will provide appropriate
disclosure in its prospectus.

Loans of Portfolio Securities. The Master Portfolio may lend securities from its
portfolio to brokers, dealers and financial institutions (but not individuals)
if cash, U.S. Government securities or other high quality debt obligations equal
to at least 100% of the current market value of the securities loaned (including
accrued interest thereon) plus the interest payable to the Master Portfolio with
respect to the loan is maintained with the Master Portfolio. In determining
whether or not to lend a security to a particular broker, dealer or financial
institution, the Master Portfolio's investment adviser, BGFA, considers all
relevant facts and circumstances, including the size, creditworthiness and
reputation of the broker, dealer, or financial institution. Any loans of
portfolio securities are fully collateralized based on values that are marked to
market daily. The Master Portfolio does not enter into any portfolio security
lending arrangements having a duration longer than one year. Any securities that
the Master Portfolio receives as collateral do not become part of its portfolio
at the time of the loan and, in the event of a default by the borrower, the
Master Portfolio will, if permitted by law, dispose of such collateral except
for such part thereof that is a security in which the Master Portfolio is
permitted to invest. During the time securities are on loan, the borrower will
pay the Master Portfolio any accrued income on those securities, and the Master
Portfolio may invest the cash collateral and earn income or receive an
agreed-upon fee from a borrower that has delivered cash-equivalent collateral.
The Master Portfolio will not lend securities having a value that exceeds
one-third of the current value of its total assets. Loans of securities by the
Master Portfolio are subject to termination at the Master Portfolio's or the
borrower's option. The Master Portfolio may pay reasonable administrative and
custodial fees in connection with a securities loan and may pay a negotiated
portion of the interest or fee earned with respect to the collateral to the
borrower or the placing broker. Borrowers and placing brokers are not permitted
to be affiliated, directly or indirectly, to the Master Portfolio, BGFA or
Stephens, Inc. ("Stephens"), the Master Portfolio's placement agent and co-
administrator.

Investments in Warrants. The Master Portfolio may invest up to 5% of its net
assets in warrants. Warrants represent rights to purchase securities at a
specific price valid for a specific period of time. The prices of warrants do
not necessarily correlate with the prices of the underlying securities. The
Master Portfolio may only purchase warrants on securities in which the Master
Portfolio may invest directly.

Unrated, Downgraded and Below Investment Grade Investments. The Master Portfolio
may purchase instruments that are not rated if, in the opinion of BGFA, such
obligations are of investment quality comparable to other rated investments that
are permitted to be purchased by the Master Portfolio. After purchase by the
Master Portfolio, a security may cease to be rated or its rating may be reduced
below the minimum required for purchase by the Master Portfolio. Neither event
will require a sale of such security by the Master Portfolio provided that the
amount of such securities held by the Master Portfolio does not exceed 5% of the
Master Portfolio's net assets. To the extent the ratings given by Moody's or S&P
may change as a result of changes in such organizations or their rating systems,
the Master Portfolio will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in the
Prospectus and in this Statement of Additional Information. The ratings of
Moody's and S&P are more fully described in the Appendix to this Statement of
Additional Information.

Because the Master Portfolio is not required to sell downgraded securities, the
Master Portfolio could hold up to 5% of its net assets in debt securities rated
below "Baa" by Moody's or below "BBB" by S&P or in unrated, low quality (below
investment grade) securities.

Although they may offer higher yields than do higher rated securities, low
rated, and unrated, low quality debt securities generally involve greater
volatility of price and risk of principal and income, including the possibility
of default by, or bankruptcy of, the issuers of the securities. In addition, the
markets in which low rated and unrated, low quality debt are traded are more
limited than those in which higher rated securities are traded. The existence of
limited markets for particular securities may diminish the Master Portfolio's
ability to sell the securities at fair value either to meet redemption requests
or to respond to changes in the economy or in the financial markets and could
adversely affect and cause fluctuations in the daily net asset value of the
Master Portfolio's shares.

B-6
<PAGE>

Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of low rated or unrated, low
quality debt securities, especially in a thinly traded market. Analysis of the
creditworthiness of issuers of low rated or unrated, low quality debt securities
may be more complex than for issuers of higher rated securities, and the ability
of the Master Portfolio to achieve its investment objective may, to the extent
it holds low rated or unrated low quality debt securities, be more dependent
upon such creditworthiness analysis than would be the case if the Master
Portfolio held exclusively higher rated or higher quality securities.

Low rated or unrated low quality debt securities may be more susceptible to real
or perceived adverse economic and competitive industry conditions than
investment grade securities. The prices of such debt securities have been found
to be less sensitive to interest rate changes than higher rated or higher
quality investments, but more sensitive to adverse economic downturns or
individual corporate developments. A projection of an economic downturn or of a
period of rising interest rates, for example, could cause a decline in low rated
or unrated, low quality debt securities prices because the advent of a recession
could dramatically lessen the ability of a highly leveraged company to make
principal and interest payments on its debt securities. If the issuer of the
debt securities defaults, the Master Portfolio may incur additional expenses to
seek recovery.

Letters of Credit. Certain of the debt obligations (including municipal
securities, certificates of participation, commercial paper and other short-term
obligations) which the Master Portfolio may purchase may be backed by an
unconditional and irrevocable letter of credit of a bank, savings and loan
association or insurance company which assumes the obligation for payment of
principal and interest in the event of default by the issuer. Only banks,
savings and loan associations and insurance companies which, in the opinion of
BGFA, as investment advisor, are of comparable quality to issuers of other
permitted investments of the Master Portfolio may be used for letter of
credit-backed investments.

When-Issued Securities. Certain of the securities in which the Master Portfolio
may invest will be purchased on a when-issued basis, in which case delivery and
payment normally take place within 45 days after the date of the commitment to
purchase. The Master Portfolio only will make commitments to purchase securities
on a when-issued basis with the intention of actually acquiring the securities,
but may sell them before the settlement date if it is deemed advisable. When-
issued securities are subject to market fluctuation, and no income accrues to
the purchaser during the period prior to issuance. The purchase price and the
interest rate that will be received on debt securities are fixed at the time the
purchaser enters into the commitment. Purchasing a security on a when-issued
basis can involve a risk that the market price at the time of delivery may be
lower than the agreed-upon purchase price, in which case there could be an
unrealized loss at the time of delivery. The Master Portfolio currently does not
intend on investing more than 5% of its assets in when-issued securities during
the coming year. The Master Portfolio will establish a segregated account in
which it will maintain cash or liquid securities in an amount at least equal in
value to the Master Portfolio's commitments to purchase when-issued securities.
If the value of these assets declines, the Master Portfolio will place
additional liquid assets in the account on a daily basis so that the value of
the assets in the account is equal to the amount of such commitments.

FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND
-----------------------------------------------

The 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 the 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 (except with respect to restriction No. 8 below)
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, the Fund. The Trust may not, on behalf of the Fund:

(1) purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after the purchase and as a
result thereof, the value of the Fund's investments in that industry would
be 25% or more of the current value of the Fund's total assets, provided
that there is no limitation with respect to investments in (i) obligations
of the U.S. Government, its agencies or instrumentalities and (ii) any
industry in which the S&P 500 Index becomes concentrated to the same degree
during the same period, and provided further, that the Fund may invest all
its assets in a diversified open-end management investment company, or
series thereof, with substantially the same investment objective, policies
and restrictions as the Fund, without regard for the limitations set forth
in this paragraph (1);

B-7
<PAGE>

(2) purchase or sell real estate or real estate limited partnerships (other
than securities secured by real estate or interests therein or securities
issued by companies that invest in real estate or interests therein);

(3) purchase commodities or commodity contracts, except that the Fund may
purchase securities of an issuer which invests or deals in commodities or
commodity contracts, and except that the Fund may purchase and sell (i.e.,
write) options, forward contracts, futures contracts, including those
relating to indexes, and options on futures contracts or indexes;

(4) purchase securities on margin (except for short-term credits necessary
for the clearance of transactions and except for margin deposits in
connection with options, forward contracts, futures contracts, including
those related to indexes, and options on futures contracts or indexes;

(5) act as an underwriter of securities of other issuers, except to the
extent that the Fund may be deemed an underwriter under the Securities Act
of 1933, as amended, by virtue of disposing of portfolio securities and
provided further, that the purchase by the Fund of securities issued by a
diversified, open-end management investment company, or a series thereof,
with substantially the same investment objective, policies and restrictions
as the Fund shall not constitute an underwriter for purposes of this
paragraph (5);

(6) issue senior securities, except as permitted by the 1940 Act;

(7) borrow money, except as permitted by the 1940 Act. The 1940 Act
currently permits the Fund to borrow from any bank; provided, that
immediately after any such borrowing there is an asset coverage of at least
300 per centum for all borrowings of the Fund; and provided further, that
in the event that such asset coverage shall at any time fall below 300 per
centum the Fund shall, within three days thereafter (not including Sundays
and holidays) or such longer period as the SEC may prescribe by rules and
regulations, reduce the amount of its borrowings to an extent that the
asset coverage of such borrowings shall be at least 300 per centum. For
purposes of this investment restriction, the Fund's entry into options,
forward contracts, futures contracts, including those relating to indexes,
and options on futures contracts or indexes shall not constitute borrowing
to the extent certain segregated accounts are established and maintained by
the Fund;

(8) purchase securities of any issuer (except securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities or
other investment companies) if, as a result, with respect to 75% of its
total assets, (i) more than 5% of the value of the Fund's total assets
would be invested in the securities of that issuer or, (ii) the Fund's
ownership would be more than 10% of the outstanding voting securities of
such issuer; or

(9) make loans, except that the Fund may purchase or hold debt instruments
or lend its portfolio securities in accordance with its investment
policies, and may enter into repurchase agreements.

B-8
<PAGE>

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND
---------------------------------------------------

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 Fund. 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, the Fund:

(1) may not, unless required by its investment strategy of replicating the
composition of a published market index:

(a) purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the investment adviser owning beneficially
more than one-half of one percent (0.5%) of the securities of the
issuer together owned beneficially more than 5% of such securities;

(b) purchase securities of issuers who, with their predecessors, have
been in existence less than three years, unless the securities are
fully guaranteed or insured by the U.S. Government, a state,
commonwealth, possession, territory, the District of Columbia or by an
entity in existence at least three years, or the securities are backed
by the assets and revenues of any of the foregoing if, by reason
thereof, the value of its aggregate investments in such securities will
exceed 5% of its total assets, provided that this restriction does not
affect the Fund's ability to invest all or a portion of its assets in
the Master Portfolio;

(2) reserves the right to invest up to 15% of the current value of its net
assets in fixed time deposits that are subject to withdrawal penalties and
that have maturities of more than seven days, repurchase agreements
maturing in more than seven days or other illiquid securities;

(3) may not purchase, sell or write puts, calls or combinations thereof,
except as may be described in the Fund's offering documents; and

(4) may invest in shares of other open-end, management investment
companies, subject to the limitations of Section 12(d)(1) of the 1940 Act.

FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE MASTER PORTFOLIO
-----------------------------------------------------------

The Master Portfolio is subject to the following investment limitations which
cannot be changed without approval of a majority (as defined in the 1940 Act) of
the Master Portfolio's outstanding voting securities.

The Master Portfolio may not:

(1) invest more than 5% of its assets in the obligations of any single issuer,
except that up to 25% of the value of its total assets may be invested, and
securities issued or guaranteed by the U.S. Government, or its agencies or
instrumentalities may be purchased, without regard to any such limitation;

(2) hold more than 10% of the outstanding voting securities of any single
issuer. This investment restriction applies only with respect to 75% of its
total assets;

(3) invest in commodities, except that the Master Portfolio may purchase and
sell (i.e., write) options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or indexes;

(4) purchase, hold or deal in real estate, or oil, gas or other mineral leases
or exploration or development programs, but the Master Portfolio may purchase
and sell securities that are secured by real estate or issued by companies that
invest or deal in real estate;

(5) borrow money, except to the extent permitted under the 1940 Act, and except
that the Master Portfolio may borrow up to 20% of the current value of its net
assets for temporary purposes only in order to meet redemptions, and these
borrowings may be secured by the pledge of up to 20% of the current value of its
net assets (but investments may not be purchased while any such outstanding
borrowing in excess of 5% of its net assets exists);

B-9
<PAGE>

(6) make loans to others, except through the purchase of debt obligations and
the entry into repurchase agreements. However, the Master Portfolio may lend its
portfolio securities in an amount not to exceed one-third of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the SEC and MIP's Board of Trustees;

(7) act as an underwriter of securities of other issuers, except to the extent
the Master Portfolio may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities;

(8) invest 25% or more of its total assets in the securities of issuers in any
particular industry or group of closely related industries and except that, in
the case of the Master Portfolio, there shall be no limitation with respect to
investments in (i) obligations of the U.S. Government, its agencies or
instrumentalities; and (ii) any industry in which the S&P 500 Index becomes
concentrated to the same degree during the same period, the Master Portfolio
will be concentrated as specified above only to the extent the percentage of its
assets invested in those categories of investments is sufficiently large that
25% or more of its total assets would be invested in a single industry);

(9) issue any senior security (as such term is defined in Section 18(f) of the
1940 Act), except to the extent the activities permitted in paragraphs (3) and
(5) above, and in paragraphs (2) and (3) below, may be deemed to give rise to a
senior security; or

(10) purchase securities on margin, but the Master Portfolio may make margin
deposits in connection with transactions in options, forward contracts, futures
contracts, including those related to indexes, and options on futures contracts
or indexes.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE MASTER PORTFOLIO
---------------------------------------------------------------

The Master Portfolio is subject to the following non-fundamental operating
policies which may be changed by the Board of Trustees of the Master Portfolio
without the approval of the holders of the Master Portfolio's outstanding
securities.

The Master Portfolio may not:

(1) invest in the securities of a company for the purpose of exercising
management or control, but the Master Portfolio will vote the securities it owns
in its portfolio as a shareholder in accordance with its views;

(2) pledge, mortgage or hypothecate its assets, except to the extent necessary
to secure permitted borrowings and to the extent related to the purchase of
securities on a when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call options and
collateral and initial or variation margin arrangements with respect to options,
forward contracts, futures contracts, including those relating to indexes, and
options on futures contracts or indexes;

(3) purchase, sell or write puts, calls or combinations thereof, except as may
be described in the Master Portfolio's offering documents;

(4) purchase securities of any company having less than three years' continuous
operations (including operations of any predecessors) unless the securities are
fully guaranteed or insured by the U.S. Government, a state, commonwealth,
possession, territory, the District Columbia or by an entity in existence at
least three years, or the securities are backed by the assets and revenues of
any of the foregoing, if such purchase would cause the value of its investments
in all such companies to exceed 5% of the value of its total assets;

(5) enter into repurchase agreements providing for settlement in more than seven
days after notice or purchase securities which are illiquid, if, in the
aggregate, more than 15% of the value of the Master Portfolio's net assets would
be so invested;

(6) purchase securities of other investment companies, except to the extent
permitted under the 1940 Act; or

(7) purchase or retain securities of any issuer if the officers or Trustees of
the Company, the Trusts or the investment adviser owning beneficially more than
one-half of one percent (0.5%) of the securities of the issuer together owned
beneficially more than 5% of such securities.

B-10
<PAGE>

MANAGEMENT OF THE TRUST
-----------------------

The Trust has a Board of Trustees, a majority of which must not be "Interested
Persons" as defined in the 1940 Act. The Trustees and principal officers of the
Trust are listed below together with information on their positions with the
Trust, address, age, 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: 47

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); Chairman (since
1996), Antares Leveraged Capital Corp. (finance company); Chairman, HYP
Management, Inc. (managing member of MassMutual High Yield Partners LLC)
and MMHC Investment, Inc. (investor in MassMutual High Yield Partners LLC);
Advisory Board Member (since 1996), MassMutual High Yield Partners LLC
(high yield bond fund); President and Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers); 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 (since 1994) and Director (since 1993),
MML Realty Management Corporation; Chairman (since 1994) and Chief
Executive Officer (1994-1996), Cornerstone Real Estate Advisers, Inc.
(wholly-owned real estate investment adviser subsidiary of MassMutual
Holding Company); Director (since 1992), Merrill Lynch 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: 66

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).

Richard H. Ayers Trustee of the Trust
1000 Stanley Drive
New Britain, CT 06053
Age: 55

Adviser to Chairman (since 1997), Chairman and Chief Executive Officer
(19891996) and Director (since 1985), The Stanley Works (manufacturer of
tools, hardware, specialty hardware and specialty hardware products);
Director (since 1986), Southern New England Telecommunications Corp.;
Director, (since 1988) Perkin Elmer Corp.; Advisory Board Member (since
1996), 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.

B-11
<PAGE>

Mary E. Boland Trustee of the Trust
67 Market Street
Springfield, MA 01118
Age: 58

Attorney at Law, Egan, Flanagan and Cohen, P.C. (law firm), Springfield,
MA; Director (since 1995), Trustee (until 1995), SIS Bank (formerly,
Springfield Institution for Savings); Trustee, MML Series Investment Fund
(openend investment company).

David E. A. Carson Trustee of the Trust
850 Main Street
Bridgeport, CT 06604
Age: 63

President and Chief Executive Officer (since 1985), People's Bank;
Director, United Illuminating Co.; Trustee, American Skandia Trust (openend
investment company). Advisory Board Member (since 1996), MML Series
Investment Fund (openend investment company).

Richard G. Dooley* Trustee of the Trust
1295 State Street
Springfield, MA 01111
Age: 68

Consultant (since 1993), Executive Vice President and Chief Investment
Officer (1978-1993), MassMutual; Director (since 1996), Investment
Technology Group Inc.; Director, The Advest Group, Inc. (financial services
holding company), Hartford Steam Boiler Inspection and Insurance Co., New
England Education Loan Marketing Corporation; Director (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 (1982-
1995), MassMutual Corporate Investors, and Vice Chairman (since 1995),
Chairman (1988-1995), MassMutual Participation Investors (closedend
investment companies); 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); Vice Chairman (since
1995), Chairman (1988-1995), MML Series Investment Fund (openend investment
company).

Richard W. Greene Trustee of the Trust
University Of Rochester
Rochester, NY 14627
Age: 62

Executive Vice President and Treasurer (since 1986), University of
Rochester (private university). Advisory Board Member (since 1996), MML
Series Investment Fund (openend investment company).

Beverly C. L. Hamilton Trustee of the Trust
515 South Flower Street
Los Angeles, CA 90017
Age: 51

President (since 1991), ARCO Investment Management Co.; Vice President
(since 1991), Atlantic Richfield Company; Director (since 1992),
Connecticut Natural Gas; Director (since 1991), Emerging Markets Growth
Fund (closedend investment company). Advisory Board Member (since 1996),
MML Series Investment Fund (openend 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.

B-12
<PAGE>

F. William Marshall, Jr. Trustee of the Trust
1441 Main Street
Springfield, MA 011023034
Age: 55

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
(openend investment company).

Charles J. McCarthy Trustee of the Trust
181 Eton Road
Longmeadow, MA 01106
Age: 74

Proprietor, Synectics Financial Company (venture capital activities,
business consulting and investments); Trustee, MML Series Investment Fund
(openend investment company).

John V. Murphy* Trustee of the Trust
1295 State Street
Springfield, MA 01111
Age: 48

Executive Vice President (since 1997) of MassMutual; Executive Vice
President, Director and Chief Operating Officer (1995-1997), David L.
Babson and Company Incorporated; Chief Operating Officer (1993-1996),
Concert Capital Management, Inc.; Senior Vice President and Director (1995-
1997), Potomac Babson Incorporated; Chief Financial Officer (1985-1993),
Liberty Financial Companies (financial services); Director, Emerald Isle
Bancorp and Hibernia Savings Bank (wholly-owned subsidiary of Emerald Isle
Bancorp).

John H. Southworth Trustee of the Trust
195 Eton Road
Longmeadow, MA 01106
Age: 70

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 (openend investment company).

Stuart H. Reese President of the Trust
1295 State Street
Springfield, MA 01111
Age: 42

Chief Executive Director (since 1997), Senior Vice President (1993-1997),
MassMutual; President (since 1993), MML Series Investment Fund; President
(since 1995), Executive Vice President (1993-1995), MassMutual Corporate
Investors and MassMutual Participation Investors (closeend investment
companies); Director (since 1996), Antares Leveraged Capital Corp. (finance
company) and Charter Oak Capital Management, Inc. (investment adviser);
President and Director (since 1996) HYP Management, Inc. (managing member
of MassMutual High Yield Partners LLC), and MMHC Investment, Inc. (investor
in MassMutual High Yield Partners LLC); 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
(whollyowned insurance subsidiary of MassMutual); Director and Member of
Investment and Auditing Committees, MML Pension Insurance Company
(whollyowned 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: 60

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.

Stephen L. Kuhn Vice President and Secretary
1295 State Street of the Trust
Springfield, MA 01111
Age: 50

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 Secretary (since 1997), Oppenheimer
Acquisition Corporation (investment advisor holding company).

Charles C. McCobb, Jr. Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 53

Managing Director (since 1997), MassMutual; Managing Director/Vice
President (1994-1997) Citicorp; Managing Director/Vice President (1973-
1994) Aetna Life & Casualty Company.

Edmond F. Ryan Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 49

Senior Vice President (since 1995), Vice President (1985-1995) MassMutual.

Raymond B. Woolson Treasurer of the Trust
1295 State Street
Springfield, MA 01111
Age: 38

Senior 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 (openend investment
company).

Mark B. Ackerman Comptroller of the Trust
1295 State Street
Springfield, MA 01111
Age: 32

Investment Director (since 1996), Associate Director (1993-1996),
MassMutual; Controller (since 1997), Associate Treasurer (1995-1997),
MassMutual Participation Investors and MassMutual Corporate Investors;
Comptroller (since 1997), Associate Treasurer (1995-1996), MML Series
Investment Fund (openend investment company).

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 noninterested 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 the Fund, pays each of its Trustees who is not an
officer or employee of Massachusetts Mutual Life Insurance Company
(``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 paid to the Registrant's non-
interested trustees for the 1996 fiscal year. The Registrant has no pension,
retirement, or deferred compensation plans. All of the non-interested Trustees
also serve as Trustees or Advisory Board Members of one other investment company
managed by MassMutual. Total Compensation from Registrant and Fund Complex
reflects compensation paid in the 1996 fiscal year.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
Total Compensation
Aggregate From Registrant and
Name/Position Compensation from Registrant Fund Complex
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ronald J. Abdow $16,000 $32,000
Trustee
- ----------------------------------------------------------------------------------------------------------
Richard H. Ayers 2,000 6,000
Trustee
- ----------------------------------------------------------------------------------------------------------
Mary E. Boland 16,000 32,000
Trustee
- ----------------------------------------------------------------------------------------------------------
David E. A. Carson 2,000 6,000
Trustee
- ----------------------------------------------------------------------------------------------------------
Richard W. Greene 2,000 6,000
Trustee
- ----------------------------------------------------------------------------------------------------------
Beverly C. L. Hamilton 2,000 6,000
Trustee
- ----------------------------------------------------------------------------------------------------------
F. William Marshall, Jr. 12,000 23,333
Trustee
- ----------------------------------------------------------------------------------------------------------
Charles J. McCarthy 17,000 34,000
Trustee
- ----------------------------------------------------------------------------------------------------------
John H. Southworth 17,000 73,246*
Trustee

*Includes deferred compensation
plan benefits received from
other investment company in
Fund Complex.
- ----------------------------------------------------------------------------------------------------------
</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

B-15
<PAGE>

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 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 series of the Trust 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 series or classes materially differently, shares will be voted by
individual series or class; and (ii) when the Trustees have determined that any
matter affects only the interests of one or more series or classes, then only
shareholders of such series 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 HOLDER OF SECURITIES
-------------------------------------------------

It is anticipated that a separate investment account of MassMutual and any
provision of seed money for the Trust by MassMutual together will constitute
100% of the shares of each class of the Fund as of the date of this Statement of
Additional Information.

FUND ADMINISTRATOR AND SUB-ADMINISTRATOR
----------------------------------------

MassMutual has entered into an administrative services agreement
("Administrative Services Agreement") with the 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 the Fund pursuant to the
Administrative Services Agreement. The Trust, on behalf of the 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 equal
to .7688% for Class A shares; .5688% for Class Y shares; and .3588% for
Class S shares. MassMutual has entered into a sub-administration agreement with
Investors Bank & Trust Company ("IBT"). As sub-administrator, IBT generally
assists in all aspects of fund administration. IBT is compensated by MassMutual
for providing administrative services to the Fund. IBT also serves as the
subadministrator to the Master Portfolio and is compensated by BGI (defined
below) for providing administrative services to the Master Portfolio.

THE DISTRIBUTOR
---------------

The Trust's shares are continuously distributed by OppenheimerFunds Distributor,
Inc. (the "Distributor") pursuant to an amended and restated Distribution
Agreement with the Trust dated December 1, 1997 (the "Distribution Agreement").
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 Fund. MML
Investors Services, Inc. serves as the sub-distributor to the Trust pursuant to
an agreement with the Distributor dated September 8, 1994.

B-16
<PAGE>

The Distribution Agreement will continue in effect for successive one-year
periods, provided that each such continuance is specifically approved (i) by the
vote of a majority of the Trustees or by a vote of a majority of the shares of
the Trust; and (ii) by a majority of the Trustees who are not parties to the
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
such person, cast in person at a meeting called for the purpose of voting on
such approval.

CLASS A SERVICE PLAN
--------------------

The Trust has adopted, with respect to the Class A shares of the Fund, a
Service Plan and Agreement (the "Plan") pursuant to rule 12b-1 under the 1940
Act. 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 Plan, by vote cast in person at a meeting
called for the purpose of voting on the Plan, approved the Plan on August 4,
1997. Under the terms of the Plan, the Trust is permitted to compensate, out of
the assets attributable to the Class A shares of the Fund, in an amount up to
0.25% on an annual basis of the average daily net assets attributable to that
class, MassMutual for services provided and expenses incurred by it for purposes
of maintaining or providing personal services (the "Servicing Fee") to Class A
shareholders. The Servicing Fee may be spent by MassMutual on personal services
rendered to Class A Shareholder accounts. MassMutual's Servicing Fee
expenditures may include, but shall not be limited to, compensation to, and
expenses (including telephone and overhead expenses) of financial consultants or
other employees of MassMutual, the Fund's Distributor or Sub-Distributor,
pension consultants or participating or introducing brokers and other financial
intermediaries who assist investors in completing application forms and
selecting dividend and other account options; who aid in the process of purchase
or redemption requests for Class A shares or the processing of dividend payments
with respect to Class A shares; who prepare print and deliver prospectuses and
shareholder reports to prospective shareholders; who oversee compliance with
federal and state laws pertaining to the sale of Class A shares; who provide
information periodically to Class A shareholders showing their position in Class
A shares; who furnish shareholder sub-accounting; who issue confirmations for
transactions by Class A shareholders; who forward communications from the Fund
to Class A shareholders; who render advice regarding the suitability of
particular investment opportunities offered by the Fund in light of shareholder
needs; who provide and maintain elective shareholder services; who provide and
maintain pre-authorized investment plans for Class A shareholder; who respond to
inquiries from Class A shareholders relating to such services; or who provide
such similar services as permitted under applicable statutes, rules or
regulations.

The Plan provides that it may not be amended to materially increase the costs
which Class A shareholders may bear under the Plan without the approval of a
majority of the outstanding Class A shares of the Fund.

The Plan provides that it may not take effect until approved by vote of a
majority of both (i) the Trustees of the Trust and (ii) the Trustees of the
Trust who are not interested persons of the Trust and have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it.
The Plan provides that it shall continue in effect so long as such continuance
is specifically approved at least annually by (i) Trustees of the Trust and (ii)
the Trustees of the Trust who are not interested persons of the Trust and have
no direct or indirect financial interest in the operation of the Plan or any
agreements related to it. The Plan provides that MassMutual shall provide to the
Trustees, and the Board shall review at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.

The Conduct Rules of the NASD limit the amount of distribution fees that may be
paid by mutual funds. "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits. The Trust believes that all of the
fees paid pursuant to the Plan will qualify as "service fees" and therefore
will not be limited by NASD rules.

The Plan was not in effect prior to the date of this Statement of Additional
Information and no payments were made thereunder in prior fiscal periods.

CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER AGENT
-------------------------------------------------------

IBT, located at 200 Clarendon Street, Boston, Massachusetts 02116, is the
custodian of the Fund's investments (the "Custodian") and is the Fund's 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 Fund.

INDEPENDENT PUBLIC ACCOUNTANT
-----------------------------

Coopers & Lybrand L.L.P., located at 2300 BayBank Tower, 1500 Main Street,
Springfield, Massachusetts 01101, is the Trust's independent public accountants.

B-17
<PAGE>

INVESTMENT ADVISER AND OTHER MASTER PORTFOLIO SERVICE PROVIDERS
---------------------------------------------------------------

The following information supplements and should be read in conjunction with
information set forth in the Prospectus regarding the investment adviser and
other service providers of the Master Portfolio.

Investment Adviser

BGFA provides investment advisory services to the Master Portfolio pursuant to
an Investment Advisory Contract (the "BGFA Advisory Contract") with MIP, dated
January 1, 1996. For providing these investment advisory services, BGFA is
entitled to receive monthly fees at the annual rate of 0.05% of the average
daily net assets of the Master Portfolio. As to the Master Portfolio, the BGFA
Advisory Contract is subject to annual approval by (i) MIP's Board of Trustees
or (ii) vote of a majority of the outstanding voting securities of the Master
Portfolio, provided that in either event the continuance also is approved by a
majority of MIP's Board of Trustees who are not "interested persons" (as
defined in the 1940 Act) of MIP or BGFA, by vote cast in person at a meeting
called for the purpose of voting on such approval. As to the Master Portfolio,
the BGFA Advisory Contract is terminable without penalty, on 60 days' written
notice, by either party. The BGFA Advisory Contract will terminate
automatically, in the event of its assignment (as defined in the 1940 Act).

Prior to January 1, 1996, Wells Fargo Bank provided investment advisory services
to the Master Portfolio pursuant to an Investment Advisory Agreement (the
"Advisory Agreement") dated February 25, 1994 with MIP. The terms of the
Advisory Agreement were identical in all material respects, other than the
identity of the parties, to the BGFA Advisory Contract.

For the period beginning May 26, 1994 (commencement of operations) and ended
February 28, 1995 and the period beginning March 1, 1995 and ended December 31,
1995, the Master Portfolio paid the following advisory fees to Wells Fargo Bank
and Wells Fargo Bank waived the indicated amounts. For the period beginning
January 1, 1996 and ended February 29, 1996, and the year ended February 28,
1997, the Master Portfolio paid the following advisory fees to BGFA, without
waivers:

May 26, 1994 - March 1, 1995 - January 1, 1996 - Year Ended
February 28, 1995 December 31, 1995 February 29, 1996 February 28, 1997
Fees Paid Fees Waived Fees Paid Fees Waived Fees Paid Fees Paid
--------- ----------- --------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Master Portfolio $138,830 $17,864 $279,843 $0 $73,598 $577,637

</TABLE>

Sub-Investment Adviser. The Master Portfolio does not currently engage a
sub-adviser. However, prior to January 1, 1996, Wells Fargo Nikko Investment
Advisers ("WFNIA") provided subinvestment advisory services to the Master
Portfolio pursuant to a SubInvestment Advisory Agreement dated February 25, 1994
with Wells Fargo Bank and MIP. For the period from May 26, 1994 (commencement
of operations) to February 28, 1995, and the period beginning March 1, 1995 and
ended December 31, 1995, Wells Fargo Bank paid sub-advisory fees (without
waivers) of $117,651 and $224,069, respectively, to WFNIA for services provided
on behalf of the Master Portfolio.

Other Service Providers

Co-Administrators. Stephens and Barclays Global Investors, N.A. ("BGI") are
the Master Portfolio's co-administrators. Stephens and BGI provide the Master
Portfolio with administrative services, including general supervision of the
Master Portfolio's non-investment operations, coordination of the other services
provided to the Master Portfolio, compilation of information for reports to the
SEC and the state securities commissions, preparation of proxy statements and
shareholder reports, and general supervision of data compilation in connection
with preparing periodic reports to MIP's trustees and officers. Stephens
also furnishes office space and certain facilities to conduct the Master
Portfolio's business, and compensates MIP's trustees, officers and employees
who are affiliated with Stephens. In addition, except as outlined below under
"Expenses," Stephens and BGI will be responsible for paying all expenses
incurred by the Master Portfolio other than the fees payable to BGFA. Stephens
and BGI are not entitled to compensation for providing administration services
to the Master Portfolio. BGI has delegated certain of its duties as
co-administrator to IBT. IBT, as sub-administrator, is compensated by BGI for
performing certain administration services.

B-18
<PAGE>

Prior to October 21, 1996, Stephens alone provided administration services to
MIP pursuant to an Administration Agreement dated February 25, 1994. Stephens
was not entitled to compensation for providing administrative services to the
Master Portfolio so long as Stephens received fees for providing similar
services to a feeder fund of another investment company investing all of its
assets in the Master Portfolio. The Master Portfolio did not pay any
administration fees to Stephens.

Placement Agent. Stephens is the placement agent for the Master Portfolio.
Stephens is a full service broker/dealer and investment advisory firm located at
111 Center Street, Little Rock, Arkansas 72201. Stephens and its predecessor
have been providing securities and investment services for more than 60 years,
including discretionary portfolio management services since 1983. Stephens
currently manages investment portfolios for pension and profit sharing plans,
individual investors, foundations, insurance companies and university
endowments. Stephens does not receive compensation for acting as placement
agent. Registered broker/dealers and investment companies, insurance company
separate accounts, common and commingled trust funds, group trust and similar
organizations and entities which constitute accredited investors, as defined in
the regulations adopted under the Securities Act of 1933, as amended, may
continuously invest in the Master Portfolio of MIP.

Custodian. IBT currently acts as the Master Portfolio's custodian. The
principal business address of IBT is 200 Clarendon Street, Boston, Massachusetts
02116. IBT is not entitled to receive compensation for its custodial services
so long as it is entitled to receive compensation for providing
sub-administration services to the Master Portfolio. Prior to October 21, 1996,
BGI acted as the Master Portfolio's custodian. The principal business address
of BGI is 45 Fremont Street, San Francisco, California 94105. BGI did not
receive compensation for its custodial services.

Transfer and Dividend Disbursing Agent. Wells Fargo Bank is the Master
Portfolio's transfer and dividend disbursing agent. The principle business
address of Wells Fargo Bank is 525 Market Street, San Francisco, California
94105. Wells Fargo Bank is not entitled to receive compensation for providing
such services to MIP so long as it receives fees for providing similar services
to the funds which invest substantially all of their assets in the Master
Portfolio. To date, the Master Portfolio has not paid any transfer and dividend
disbursing agency fees.

Independent Auditor. KPMG Peat Marwick LLP has been selected as the independent
auditor for MIP. KPMG Peat Marwick LLP's address is Three Embarcadero Center,
San Francisco, California 94111.

Expenses. Except for extraordinary expenses, brokerage and other expenses
connected with to the execution of portfolio transactions and certain other
expenses which are borne by the Master Portfolio, Stephens and BGI have agreed
to bear all costs of the Master Portfolio's and MIP's operations.

PORTFOLIO TRANSACTIONS AND BROKERAGE
------------------------------------

BGFA assumes general supervision over placing orders on behalf of the Master
Portfolio for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of BGFA and in a manner deemed fair and reasonable to shareholders. In executing
portfolio transactions and selecting brokers or dealers, BGFA seeks to obtain
the best overall terms available for the Master Portfolio. In assessing the
best overall terms available for any transaction, BGFA considers factors deemed
relevant, including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. The primary consideration is prompt
execution of orders at the most favorable net price. Certain of the brokers or
dealers with whom the Master Portfolio may transact business offer commission
rebates to the Master Portfolio. BGFA considers such rebates in assessing the
best overall terms available for any transaction. The overall reasonableness of
brokerage commissions paid is evaluated by BGFA based upon its knowledge of
available information as to the general level of commissions paid by other
institutional investors for comparable services. Prior to January 1, 1996,
WFNIA exercised general supervision over placing orders on behalf of the Master
Portfolio for the purchase or sale of portfolio securities and the brokerage
allocation practices described herein are applicable to WFNIA and the Master
Portfolio prior to January 1, 1996.

Brokers also are selected because of their ability to handle special executions
such as are involved in large block trades or broad distributions, provided the
primary consideration is met. Portfolio turnover may vary from year to

B-19
<PAGE>

year, as well as within a year. High turnover rates over 100% are likely to
result in comparatively greater brokerage expenses.

For the period from commencement of operations until February 28, 1995 and for
the years ended February 29, 1996 and February 28, 1997, the Master Portfolio
paid brokerage commissions of $244,742 in 1995, $80,902 in 1996, and $69,826 in
1997. None of the brokerage commissions were paid to affiliated brokers. On
February 28, 1997, the Master Portfolio did not own securities of its ``regular
brokers or dealers" or their parents, as defined in the 1940 Act.

SHAREHOLDER INVESTMENT ACCOUNT
------------------------------

A Shareholder Investment Account is established for each Investor in the
Fund./1/ Each account contains a record of the shares of the Fund maintained by
the Fund's 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 the 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, the Trust 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 the Fund's net assets.

VALUATION OF PORTFOLIO SECURITIES
---------------------------------

The net asset value per share of the Fund is determined by the Fund's 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. The
NYSE currently is not open for trading on New Year's Day, Martin Luther King,
Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and on occasion is closed early or
entirely due to weather or other conditions.

The securities of the Master Portfolio, including covered call options written
by the Master Portfolio, are valued as discussed below. Domestic securities are
valued at the last sale price on the domestic securities or commodities exchange
or national securities market on which such securities primarily are traded.
Securities not listed on a domestic exchange or national securities market, or
securities in which there were no transactions, are valued at the most recent
bid prices. Portfolio securities which are traded primarily on foreign
securities or commodities exchanges generally are valued at the preceding
closing values of such securities on their respective exchanges, except that
when an occurrence subsequent to the time a value was so established is likely
to have changed such value, then the fair value of those securities is
determined by BGFA in accordance with guidelines approved by MIP's Board of
Trustees. Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined in
good faith by BGFA in accordance with such guidelines.

Restricted securities, as well as securities or other assets for which market
quotations are not readily available, or are not valued by a pricing service
approved by MIP's Board of Trustees, are valued at fair value as determined in
good faith by BGFA in accordance with guidelines approved by MIP's Board of
Trustees. BFGA and MIP's Board of

- --------------
/1/ "Investor" includes a plan sponsor, plan fiduciary, trustee, institutional
investor, insurance company separate investment account and/or any other person
or entity described in the Prospectus as an eligible purchase of shares, 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-20
<PAGE>

Trustees periodically review the method of valuation. In making its good faith
valuation of restricted securities, BGFA generally takes the following factors
into consideration: restricted securities which are, or are convertible into,
securities of the same class of securities for which a public market exists
usually will be valued at market value less the same percentage discount at
which purchased. This discount is revised periodically if it is believed that
the discount no longer reflects the value of the restricted securities.
Restricted securities not of the same class as securities for which a public
market exists usually are valued initially at cost. Any subsequent adjustment
from cost is based upon considerations deemed relevant by MIP's Board of
Trustees.

The proceeds received by the Fund for each issue or sale of its shares, and all
net investment income, realized and unrealized gain will be specifically
allocated to the Fund and constitute the underlying assets of the Fund. The
underlying assets of the Fund will be segregated on the books of account, and
will be charged with the liabilities in respect of the Fund and with a share of
the general liabilities of the Trust. Expenses with respect to any two or more
series of the Trust are to be allocated in proportion to the net asset values of
the respective series except where allocations of direct expenses can otherwise
be fairly made. Each class of shares of the 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 FUND 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.

MASTER PORTFOLIO ORGANIZATION
-----------------------------

The Master Portfolio is a series of MIP, an openend, series management
investment company organized as Delaware business trust. MIP was organized on
October 21, 1993. In accordance with Delaware law and in connection with the
tax treatment sought by MIP, MIP's Declaration of Trust provides that its
investors are personally responsible for MIP liabilities and obligations, but
only to the extent MIP's property is insufficient to satisfy such liabilities
and obligations. MIP's Declaration of Trust also provides that MIP must
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of MIP, its investors, trustees,
officers, employees and agents covering possible tort and other liabilities, and
that investors will be indemnified to the extent they are held liable for a
disproportionate share of MIP's obligations. Thus, the risk of an investor
incurring financial loss on account of investor liability is limited to
circumstances in which both inadequate insurance existed and MIP itself was
unable to meet its obligations.

MIP's Declaration of Trust further provide that obligations of MIP are not
binding upon its trustees individually but only upon the property of MIP and
that the trustees will not be liable for any action or failure to act, but
nothing in the Declarations of Trust protects a trustee against any liability to
which the trustee would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of the trustee's office.

Pursuant to MIP's Declaration of Trust, MIP's Trustees are authorized to issue
shares of beneficial interests in the Master Portfolio. Investors are entitled
to participate pro rata in distributions of taxable income, loss, gain and
credit of the Master Portfolio. Upon liquidation or dissolution of the Master
Portfolio, investors are entitled to share pro rata in the Master Portfolio's
net assets available for distribution to its investors. Investments in the
Master Portfolio have no preference, preemptive, conversion or similar rights
and are fully paid and non-assessable, except as set forth below. Investments in
the Master Portfolio may not be transferred. No certificates are issued.

Each investor is entitled to vote, with respect to matters affecting MIP's
portfolios, in proportion to the amount of its investment in MIP. Investors in
MIP do not have cumulative voting rights, and investors holding more than 50%
of

B-21
<PAGE>

the aggregate beneficial interest in MIP may elect all of the Trustees of MIP if
they choose to do so and in such event the other investors in MIP would not be
able to elect any Trustee. MIP is not required to hold annual meetings of
investors but MIP may hold special meetings of investors when in the judgment of
MIP's Trustees it is necessary or desirable to submit matters for an investor
vote.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted
under the provisions of the 1940 Act or applicable state law or otherwise to the
holders of the outstanding voting securities of an investment company, such as
MIP, will not be deemed to have been effectively acted upon unless approved by
the holders of a majority of the outstanding shares of each series of MIP
affected by such matter. Rule 18f-2 further provides that the Master Portfolio
shall be deemed to be affected by a matter unless it is clear that the interests
of the Master Portfolio in the matter are identical or that the matter does not
affect any interest of the Master Portfolio. However, the Rule exempts the
selection of independent accountants and the election of trustees from the
separate voting requirements of the Rule.

Whenever the Fund is requested to vote on a matter with respect to the Master
Portfolio, the Fund will either hold a meeting of Fund shareholders and will
cast its votes as instructed by such shareholders, or vote the shares of the
Master Portfolio held by it in the same proportion as the vote of all other
holders of such security. If the Fund is requested to vote on matters pertaining
to the Master Portfolio and the Fund holds a meeting of the Fund's shareholders,
the Trustees of the Trust will vote shares for which they receive no voting
instructions in the same proportion as the shares for which they do receive
voting instructions.

As of May 30, 1997, the S&P 500 Stock Fund of MasterWorks Funds, Inc., 111
Center Street, Little Rock, Arkansas 72201, owned approximately 95% of the
outstanding voting securities of the Master Portfolio and could be considered a
"controlling person" of the Master Portfolio for purposes of the 1940 Act.

INVESTMENT PERFORMANCE
----------------------

The total return figures for the Fund may be provided in reports, sales
literature and advertisements. 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:

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.

For periods prior to [ ], 1998 (the commencement of the Fund's operations),
the Fund calculates the performance of each class by including the corresponding
total return of the Master Portfolio adjusted to reflect the deduction of
anticipated fees and expenses applicable to each Class of the Fund as stated in
the fee table contained in the prospectus.

The Fund's 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. 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.

Performance Comparisons. From time-to-time and only to the extent the comparison
is appropriate for the Fund, the Trust may quote the performance of the Fund in
advertising and other types of literature and may compare the performance of the
Fund to the performance of various indices and investments for which reliable
performance data is available. The performance of the Fund may be compared in
advertising and other literature to averages, performance rankings and other
information prepared by recognized mutual fund statistical services.

Performance information for the Fund may be compared, in reports and promotional
literature, to the S&P 500 Index, the Wilshire 5000 Equity Index, the Lehman
Brothers 20+ Treasury Index, Donoghue's Money Fund Averages, the Lehman Brothers
5-7 Year Treasury Index, Lehman Brothers Government Bond Index, Lehman Brothers
Treasury Bond Index, Lipper Balanced Fund Average, Lipper Growth Fund Average,
Lipper Flexible Portfolio Fund Average, Lehman Brothers Intermediate Treasury
Index, 91-Day Treasury Bill Average, or other

B-22
<PAGE>

appropriate managed or unmanaged indices of the performance of various types of
investments, so that investors may compare the Fund's results with those of
indices widely regarded by investors as representative of the security markets
in general. Unmanaged indices may assume the reinvestment of dividends, but
generally do not reflect deductions for administrative and management costs and
expenses. Managed indices generally do reflect such deductions.

The Trust also may use the following information in advertisements and other
types of literature, only to the extent the information is appropriate for the
Fund: (1) the Consumer Price Index may be used to assess the real rate of
return from an investment in the Fund; (2) other government statistics,
including, but not limited to, The Survey of Current Business, may be used to
illustrate investment attributes of the Fund or the general economic, business,
investment, or financial environment in which the Fund operates; (3) the effect
of tax-deferred compounding on the investment returns of the Fund, or on returns
in general, may be illustrated by graphs, charts, etc., where such graphs or
charts would compare, at various points in time, the return from an investment
in the Fund (or returns in general) on a tax-deferred basis (assuming
reinvestment of capital gains and dividends and assuming one or more tax rates)
with the return on a taxable basis; and (4) the sectors or industries in which
the Fund invests may be compared to relevant indices of stocks or surveys (e.g.,
S&P Industry Surveys) to evaluate the Fund's historical performance or current
or potential value with respect to the particular industry or sector.

In addition, MIP also may use, in advertisements and other types of literature,
information and statements: (1) showing that bank savings accounts offer a
guaranteed return of principal and a fixed rate of interest, but no opportunity
for capital growth; and (2) describing BGFA, and its affiliates and
predecessors, as one of the first investment managers to advise investment
accounts using asset allocation and index strategies. MIP also may include in
advertising and other types of literature information and other data from
reports and studies prepared by the Tax Foundation, including information
regarding federal and state tax levels and the related "Tax Freedom Day." MIP
also may disclose in advertising and other types of sales literature the assets
and categories of assets under management by the Master Portfolio's investment
adviser, any sub-investment adviser or their affiliates.

The Fund's performance also may be compared to those of other mutual funds
having similar objectives. This comparative performance could be expressed as a
ranking prepared by Lipper Analytical Services, Inc., (including the Lipper
General Bond Fund Average, the Lipper Intermediate Investment Grade Debt Fund
Average, the Lipper Bond Fund Average, the Lipper Growth Fund Average, the
Lipper Flexible Fund Average), Donoghue's Money Fund Report, including
Donoghue's Taxable Money Market Fund Average or Morningstar, Inc., independent
services which monitor the performance of mutual funds. The Fund's performance
will be calculated by relating net asset value per share at the beginning of a
stated period to the net asset value of the investment, assuming reinvestment of
all gains distributions and dividends paid, at the end of the period. Any such
comparisons may be useful to investors who wish to compare the Fund's past
performance with that of its competitors. Of course, past performance cannot be
a guarantee of future results.

Other Advertising Items. The Trust may discuss in advertising and other types
of literature that the Fund has been assigned a rating by a nationally
recognized statistical rating organization ("NRSRO"), such as Standard &
Poor's Corporation. Such rating would assess the creditworthiness of the
investments held by the Fund. The assigned rating would not be a recommendation
to purchase, sell or hold the Fund's shares since the rating would not comment
on the market price of the Fund's shares or the suitability of the Fund for a
particular investor. In addition, the assigned rating would be subject to
change, suspension or withdrawal as a result of changes in, or unavailability
of, information relating to the Fund or its investments. The Trust may compare
the Fund's performance with other investments which are assigned ratings by
NRSROs. Any such comparisons may be useful to investors who wish to compare the
Fund's past performance with other rated investments. Of course past
performance cannot be a guarantee of future results. General mutual fund
statistics provided by the Investment Company Institute may also be used.

B-23
<PAGE>

TAXATION
--------

The 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,"
the 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; and (b)
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 total assets is invested in the
securities of any issuer (other than U.S. Government securities). If the 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 the Fund will not be subject to federal income
tax on its ordinary income or capital gains that are distributed. As a
Massachusetts business trust, the 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 the
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. The Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by the 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 the
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 the
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. Under the
Taxpayer Relief Act of 1997, long-term capital gains generally will be subject
to a 28% or 20% tax rate, depending on the holding period in the portfolio
investment.

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 the 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.

Redemptions and exchanges of the 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. Under the Taxpayer Relief Act
of 1997, long-term capital gains generally will be subject to a 28% or 20% tax
rate depending on the Investor's holding period in Fund shares. However, 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 longterm capital gain dividend paid to the
shareholder with respect to such shares. 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
the 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.

B-24
<PAGE>

The 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 the 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.

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.

DISCLAIMER
----------

NEITHER THE FUND NOR THE MASTER PORTFOLIO IS SPONSORED, ENDORSED, SOLD OR
PROMOTED BY STANDARD & POOR'S ("S&P"). S&P MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, TO THE FUND, THE MASTER PORTFOLIO OR ANY MEMBER OF
THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN SECURITIES GENERALLY OR IN
THE FUND PARTICULARLY OR THE ABILITY OF THE S&P 500 INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. S&P'S ONLY RELATIONSHIP TO THE FUND IS THE LICENSING OF
CERTAIN TRADEMARKS AND TRADE NAMES OF S&P WITHOUT REGARD TO THE FUND. S&P HAS
NO OBLIGATION TO TAKE THE NEEDS OF THE FUND INTO CONSIDERATION IN DETERMINING,
COMPOSING OR CALCULATING THE S&P 500 INDEX. S&P IS NOT RESPONSIBLE FOR AND HAS
NOT PARTICIPATED IN THE DETERMINATION OF THE PRICES AND AMOUNT OF THE FUND'S
SHARES OR THE TIMING OF THE ISSUANCE OR SALE OF THE FUND'S SHARES OR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND'S SHARES ARE TO
BE CONVERTED INTO CASH. S&P HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH
THE ADMINISTRATION, MARKETING OR TRADING OF THE FUND'S SHARES.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.

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 the 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 the Trust, but only the property of the relevant series of the Trust
shall be bound.

B-25
<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES RATINGS

Although the ratings of fixedincome securities by Standard & Poor's Ratings
Group ("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, A1 and Aw
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
A1.

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 Prime1 (or P1) have a superior
ability for repayment of senior shortterm debt obligations. Prime1 (or P1)
repayment ability will normally be evidenced by many of the following
characteristics:

. Leading market positions in wellestablished 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.
. Wellestablished 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 shortterm 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 differs from the higher rated issues only in a small degree.

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 such debt 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.

B-26
<PAGE>

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
``giltedged.'' 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 compose 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 longterm 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 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 midrange ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

B-27
<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.

v
<PAGE>

PART C: OTHER INFORMATION
- -------------------------

Item 24: Financial Statements and Exhibits
- ------------------------------------------

(a) Financial Statements:

Not Applicable

(b) Exhibits:

Exhibit 1: Copy of Registrant's Agreement and
Declaration of Trust, as amended
June 14, 1993./1/

C-1
<PAGE>

Exhibit 2: Copy of Registrant's By-Laws, as now in
effect./1/

Exhibit 3: None.

Exhibit 4: None.

Exhibit 5: None.

Exhibit 6(a): Copy of Amended and Restated General
Distributors Agreement between the Trust and
OppenheimerFunds Distributor, Inc.
("Oppenheimer")./4/

(b): Copy of sub-distribution agreement between
Oppenheimer and MML Investors Services,
Inc./1/

Exhibit 7: None.

Exhibit 8(a): Copy of Custodian Agreement between the
Trust and Investors Bank & Trust Company
("IBT")./1/

(b): Copy of Administrative and Shareholder
Services Agreement between Registrant, on
behalf of MassMutual Indexed Equity Fund
(the "Fund") and MassMutual for the
provision of administrative and shareholder
services./4/

(c): Copy of Transfer Agency Agreement among the
Trust, MassMutual and IBT./1/

Exhibit 9: Third Party Feeder Fund Agreement with
Master Investment Portfolio and Barclays
Global Fund Advisers/4/

Exhibit 10: Opinion of Counsel/4/

Exhibit 11(a): Consent of Ropes & Gray./4/

C-2
<PAGE>

(b): None.

(c)-(g): Powers of Attorney for Gary E. Wendlandt,
Ronald J. Abdow, Charles J. McCarthy,
John H. Southworth, Mary E. Boland./1/

(i)-(o): Powers of Attorney for Richard H. Ayers,
David E.A. Carson, Richard G. Dooley,
Richard W. Greene, Beverly C.L. Hamilton,
F. William Marshall, Jr., and John V.
Murphy./2/

(p): Powers of Attorney for Master Investment
Portfolio/3/

Exhibit 12: None.

Exhibit 13: None.

Exhibit 14: None.

Exhibit 15(a): Rule 12b-1 Plan for Class A shares of the
Fund/4/

(b): Rule 12b-1 Plan for Class Y shares of the
Fund/4/

Exhibit 16: None.

Exhibit 17: None.

Exhibit 18: Rule 18f-3 Plan./4/

- -------------

/1/Incorporated by reference to Registrant, Post-Effective Amendment No. 4 to
the Registration Statement filed via EDGAR October 2, 1997.

/2/Incorporated by reference to Registrant's Post-Effective Amendment No. 3 to
the Registration Statement filed via EDGAR April 28, 1997.

/3/Filed herewith.

/4/To be filed by amendment.

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.
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

C-3
<PAGE>

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.

1. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.

2. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

3. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

4. MML Bay State Life Insurance Company, a Connecticut life and health
insurer, all the stock of which is owned by MassMutual.

5. MML Distributors, LLC, formerly known as Connecticut Mutual Financial
Services, LLC, a registered broker-dealer incorporated as a limited
liability company in Connecticut. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest.

6. MassMutual Holding Company, a Delaware holding company, all the stock of
which is owned by MassMutual.

7. MassMutual of Ireland, Limited, 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.

8. 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.

9. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by MassMutual.

10. G.R. Phelps & Co., Inc., a Connecticut corporation which formerly operated
as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.

11. MML Investors Services, Inc., registered broker-dealer incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Company.

C-4
<PAGE>

12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for MassMutual positions in investment entities organized
outside the United States. MassMutual Holding Company owns all the
outstanding shares of MassMutual Holding MSC, Inc.

13. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual investment subsidiaries. MassMutual
Holding Company owns all the outstanding shares of MassMutual Holding
Trust I.

14. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual
Holding Trust II.

15. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.

16. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.

17. MML Securities Corporation, a "Massachusetts Securities Corporation", all
of the stock of which is owned by MML Investors Services, Inc.

18. Diversified Insurance Services Agency of America, Inc., a licensed
insurance broker incorporated in Alabama. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

19. Diversified Insurance Services Agency of America, Inc., a licensed
insurance broker incorporated in Hawaii. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

20. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, all of the stock of which
is owned by MML Insurance Agency, Inc.

21. MML Insurance Agency of Nevada, Inc., a Nevada corporation that operates as
an insurance broker, all of the stock of which is owned by MML Insurance
Agency, Inc.

22. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. through a voting trust agreement.

23. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas that operates as an insurance
broker. The

C-5
<PAGE>

outstanding capital stock is controlled by MML Insurance Agency, Inc.
through an irrevocable proxy arrangement.

24. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. each own 50% of the outstanding
shares.

25. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 93% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.

26 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.

27. 9048-5434 Quebec, Inc., a Quebec corporation, which operates as the owner
of hotel property in Montreal, Quebec, Canada. MassMutual Holding MSC, Inc.
owns all the shares of 9048-5434 Quebec, Inc.

28. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company. MassMutual Holding Trust I owns approximately 98.7% of the
capital stock of Antares.

29. Charter Oak Capital Management, Inc., a Delaware corporation that operates
as an investment manager. MassMutual Holding Trust I owns 80% of the
capital stock of Charter Oak.

30. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.

31. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which serves
as a holding company for David L. Babson and Company, Incorporated.
MassMutual Holding Trust I owns 83.7% of the outstanding capital stock of
DLB.

32. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which serves as a holding company for OppenheimerFunds, Inc. MassMutual
Holding Trust I owns 86% of the capital stock of OAC

33. David L. Babson and Company, Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by DLB.

34. 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.

C-6
<PAGE>

35. Babson-Stewart-Ivory International, a Massachusetts general partnership,
which operates as a registered investment adviser. David L. Babson and
Company Incorporated holds a 50% ownership interest in the partnership.

36. 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.

37. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by Oppenheimer Acquisition
Corporation.

38. 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.

39. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.

40. MultiSource Service, Inc., a Colorado corporation that operates as a
clearing broker, all of the stock of which is owned by OppenheimerFunds,
Inc.

41. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.

42. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.

43. Oppenheimer Real Asset Management, Inc., a commodity pool operator
incorporated in Delaware, all the stock of which is owned by
OppenheimerFunds, Inc.

44. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.

45. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.

46. Centennial Capital Corporation, a Delaware corporation that formerly
sponsored a unit investment trust. Centennial Asset Management Corporation
owns all the outstanding shares of Centennial Capital Corporation.

47 Cornerstone Office Management, LLC, a Delaware limited liability company
that is 50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned
by MML Realty Management Corporation.

C-7
<PAGE>

48. Cornerstone Suburban Office Investors, LP, a Delaware limited partnership,
which operates as a real estate operating company. Cornerstone Office
Management, LLC holds a 1% general partnership interest in this fund and
MassMutual holds a 99% limited partnership interest.

49. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust II
owns all of the outstanding stock.

50. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized mortgage obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.

51. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.

52. HYP Management, Inc., a Delaware corporation which is the LLC Manager for
MassMutual High Yield Partners LLC and owns 1.28% of the LLC units of such
entity. MassMutual Holding Trust II owns all the outstanding stock of HYP
Management, Inc.

53. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual High Yield Partners LLC. MassMutual Holding Trust II owns all
the outstanding stock of MMHC Investment, Inc.

54. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

55. MML Realty Management Corporation, a former property manager incorporated
in Massachusetts, all the stock of which is owned by MassMutual Holding
Trust II.

56. 505 Waterford Park Limited Partnership, a Delaware limited partnership,
which holds title to an office building in Minneapolis, Minnesota. MML
Realty Management Corporation holds a 1% general partnership interest in
this partnership and MassMutual holds a 99% limited partnership interest.

57. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.

58. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as a
general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Trust II owns all the stock of Westheimer 335 Suites,
Inc.

C-8
<PAGE>

59. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.

60. MassMutual Internacional (Argentina) S.A., an Argentine corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.

61. MassMutual Internacional (Chile) S.A., a Chilean corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.

62. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.

63. MassMutual International (Luxembourg) S.A., a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99% of
the outstanding shares and MassMutual Holding Company owns the remaining 1%
of the shares.

64. Mass Seguros de Vida S.A., 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.

65. MassLife Seguros de Vida S.A., a life insurance company incorporated in
Argentina. MassMutual International Inc. owns 45% of the outstanding
capital stock of MassLife Seguros de Vida S.A.

66 MassMutual Services, S.A., an Argentine corporation, which operates as a
service company. MassMutual Internacional (Argentina) S.A. owns 99% of the
outstanding shares and MassMutual International, Inc. owns 1% of the
shares.

67. Origen Inversiones S.A., a Chilean corporation which operates as a holding
company. MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.

68. Compensa Compania Seguros De Vida, a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company.

69. Oppenheimer Series Fund Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own a
majority of the outstanding shares issued by the fund.

70. 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

C-9
<PAGE>

which MassMutual owns approximately 29% of the outstanding shares of
beneficial interest.

71. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold only to
MassMutual and its affiliates.

72. The DLB Fund Group, an open-end management investment company advised by
David L. Babson and Company Incorporated. MassMutual owns at least 25% of
each series.

MassMutual acts as the investment adviser of the following investment companies,
and as such may be deemed to control them.

1. MML Series Investment Fund, a registered open-end Massachusetts business
trust, all of the shares are owned by separate accounts of MassMutual and
companies controlled by MassMutual.

2. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.

3. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high-yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.

4. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

5. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares of which are owned by MassMutual.

6. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.

7. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. each own 50% of the outstanding
shares.

C-10
<PAGE>

Item 26: Number of Holders of Securities
- ----------------------------------------

As of the date of this Post-Effective Amendment, the number of holders of
record of each class of securities of MassMutual Indexed Equity Fund was as
follows:

Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Shares of
Beneficial 0
Interest
</TABLE>

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 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.

C-11
<PAGE>

MassMutual's present insurance coverage has an overall limit of $60 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.,
$10 million of which is underwritten by Continental, Casualty Co., $5 million of
which is underwritten by Federal Insurance Co. 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
- -----------------------------------------------------------------

The Fund currently does not retain an investment adviser because the Fund's
assets will be invested in the S&P 500 Index Master Portfolio (the "Master
Portfolio") of Master Investment Portfolio ("MIP"). Barclays Global Fund
Advisors ("BGFA") serves as the investment adviser to the Master Portfolio.

BGFA's business is that of a registered investment adviser to certain
open-end, management investment companies and various other institutional
investors. The directors and officers of BGFA consist primarily of persons who
during the past two years have been active in the investment management business
of the former sub-adviser to the Master Portfolio, Wells Fargo Nikko Investment
Advisors ("WFNIA") and, in some cases, the service business of Barclays Global
Investors, N.A. ("BGI"). Each of the directors and executive officers of BGFA
also have substantial responsibilities as directors and/or officers of BGI. To
the knowledge of the Registrant, except as set forth below, none of the
directors or executive officers of BGFA is or has been at any time during the
past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature.

Name and Position Principal Business(es) During at
at BGFA Least the Last Two Fiscal Years
- ------- -------------------------------
<S> <C>
Frederick L.A. Grauer Director of BGFA and Co-Chairman and Director of BGI
Director 45 Fremont Street, San Francisco, CA 94105

Patricia Dunn Director of BGFA and Co-Chairman and Director of BGI
Director 45 Fremont Street, San Francisco, CA 94105

Lawrence G. Tint Chairman of the Board of Directors of BGFA and
Chairman and Director Chief Executive Officer of BGI
45 Fremont Street, San Francisco, CA 94105

Geoffrey Flecher Chief Financial Officer of BGFA and BGI since May 1997
Chief Financial Officer 45 Fremont Street, San Francisco, CA 94105
Managing Director and Principal Accounting Officer at
Bankers Trust Company from 1988-1997
505 Market Street, San Francisco, CA 94105
</TABLE>

C-12
<PAGE>

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 6803 South Tucson Way, Englewood, CO 80112.

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
Oppenheimer Integrity Funds (consisting of the following
series:)
Oppenheimer Bond Fund
Oppenheimer International Bond Fund
Oppenheimer High Yield Fund
Oppenheimer Main Street Funds, Inc.(R)
(consisting of the following 2 series:)
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Municipal Fund
(consisting of the following 2 series:)
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Total Return Fund, Inc. Capital Accumulation Plan
Oppenheimer Variable Account Funds
(consisting of the following 9 series:)
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund

C-13
<PAGE>

Oppenheimer Multiple Strategies Fund
Oppenheimer Growth & Income Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Panorama Series Fund, Inc.
(consisting of the following 7 series:)
Total Return Portfolio
Growth Portfolio
International Equity Portfolio
LifeSpan Capital Appreciation Portfolio
LifeSpan Balanced Portfolio
LifeSpan Diversified Income Portfolio
Government Securities Portfolio
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 California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multiple Strategies Fund
Oppenheimer World Bond Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
(consisting of the following 3 series:)
Oppenheimer Florida Municipal Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
(consisting of the following 5 series:)
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Income Fund

C-14

<PAGE>

Oppenheimer Municipal 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 Capital Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
(consisting of the following 4 series:)
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Global Value Fund, Inc.

4. The "Rochester" Oppenheimer Funds. The address for these funds
----------------------------------
is 350 Linden Oaks, Rochester, NY 14625.

Bond Fund Series - Oppenheimer Bond Fund for Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal
Fund

(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 Administrator)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111

C-15
<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
200 Clarendon 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, with respect to MassMutual Indexed Equity Fund,
undertakes to file a post-effective amendment, including financial statements
which need not be certified, within 4 to 6 months from the effective date of
this Registration Statement under the Securities Act of 1933, as amended.

C-16

<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 Commonwealth of Massachusetts on the 25th day of November,
1997.

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 November, 1997.

Signature Title
--------- -----

/s/ Gary E. Wendlandt Chairman, Trustee &
--------------------- Chief Executive Officer
Gary E. Wendlandt

/s/ Stephen L. Kuhn * Trustee
-------------------
Ronald J. Abdow

/s/ Stephen L. Kuhn * Trustee
-------------------
Richard H. Ayers

/s/ Stephen L. Kuhn * Trustee
-------------------
Mary E. Boland

/s/ Stephen L. Kuhn * Trustee
-------------------
David E. A. Carson
<PAGE>

/s/ Stephen L. Kuhn * Trustee
-------------------
Richard G. Dooley

/s/ Stephen L. Kuhn * Trustee
-------------------
Richard W. Greene

/s/ Stephen L. Kuhn * Trustee
-------------------
Beverly C. L. Hamilton

/s/ Stephen L. Kuhn * Trustee
-------------------
F. William Marshall, Jr.

/s/ Stephen L. Kuhn * Trustee
-------------------
Charles J. McCarthy

/s/ John V. Murphy Trustee
------------------
John V. Murphy

/s/ Stephen L. Kuhn * Trustee
-------------------
John H. Southworth

/s/ Hamline C. Wilson Vice President &
--------------------- Chief Accounting and
Hamline C. Wilson Financial Officer

/s/ Stephen L. Kuhn
-------------------
* Stephen L. Kuhn, as Attorney-in-fact pursuant to Powers of Attorney
granted on or about August 5, 1994, April 18, 1996 and April 21, 1997.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 5 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Little Rock,
State of Arkansas on the 24th day of November, 1997.

MASTER INVESTMENT PORTFOLIO-
S&P 500 INDEX MASTER PORTFOLIO

*By: /s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A has
been signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Chairman, President (Principal Executive
- -------------------------- Officer), and Trustee November 24, 1997
R. Greg Feltus*

/s/ Richard H. Blank, Jr. Secretary and Treasurer (Principal
- -------------------------- Financial Officer) November 24, 1997
Richard H. Blank, Jr.

Trustee November 24, 1997
- --------------------------
Jack S. Euphrat*

Trustee November 24, 1997
- --------------------------
Thomas S. Goho*

Trustee November 24, 1997
- --------------------------
Zoe Ann Hines*

Trustee November 24, 1997
- --------------------------
W. Rodney Hughes*

Trustee November 24, 1997
- --------------------------
Robert M. Joses*

Trustee November 24, 1997
- --------------------------
J. Tucker Morse*

</TABLE>

* Richard H. Blank, Jr. signs this document pursuant to powers of attorney
filed with this Post-Effective Amendment No. 5 to the Registration Statement
on Form N-1A.

*By /s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
<PAGE>

INDEX TO EXHIBITS
-----------------

Exhibit No. Title of Exhibit
- ----------- ----------------

11(p) Powers of Attorney for Master Investment Portfolio

<PAGE>

Exhibit 11(p)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent (each,
an "Attorney-in-Fact") with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, (i) to execute
the Registration Statement of each MasterWorks Funds Inc., Managed Series
Investment Trust, Master Investment Portfolio and any investment company whose
fund(s) invest in a Master Portfolio of Managed Series Investment Trust or
Master Investment Portfolio (each, a "Company"), and any or all amendments
(including post-effective amendments) thereto and to file the same, with any and
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any state securities commissions or
authorities, and (ii) to execute any and all federal or state regulatory
filings, including all applications with regulatory authorities, state charter
or organizational documents and any amendments or supplements thereto, to be
executed by, on behalf of, or for the benefit of, a Company. The undersigned
hereby grants to each Attorney-in-Fact full power and authority to do and
perform each and every act and thing contemplated above, as fully and to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said Attorney-in-Fact may lawfully do or cause to be done by
virtue hereof.

Dated: February 27, 1997 /s/ R. Greg Feltus
--------------------------------
R. Greg Feltus
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent (each,
an "Attorney-in-Fact") with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, (i) to execute
the Registration Statement of each of MasterWorks Funds Inc., Managed Series
Investment Trust, Master Investment Portfolio and any investment company whose
fund(s) invest in a Master Portfolio of Managed Series Investment Trust or
Master Investment Portfolio (each, a "Company"), and any or all amendments
(including post-effective amendments) thereto and to file the same, with any and
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any state securities commissions or
authorities, and (ii) to execute any and all federal or state regulatory
filings, including all applications with regulatory authorities, state charter
or organizational documents and any amendments or supplements thereto, to be
executed by, on behalf of, or for the benefit of, a Company. The undersigned
hereby grants to each Attorney-in-Fact full power and authority to do and
perform each and every act and thing contemplated above, as fully and to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said Attorney-in-Fact may lawfully do or cause to be done by
virtue hereof.

/s/ Jack S. Euphrat
---------------------------------------
Jack S. Euphrat

Dated: February 27, 1997
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent (each
an "Attorney-in-Fact") with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, (i) to execute
the Registration Statement of each of MasterWorks Funds Inc., Managed Series
Investment Trust, Master Investment Portfolio and any investment company whose
fund(s) invest in a Master Portfolio of Managed Series Investment Trust or
Master Investment Portfolio (each, a "Company"), and any or all amendments
(including post-effective amendments) thereto and to file the same, with any and
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any state securities commissions or
authorities, and (ii) to execute any and all federal or state regulatory
filings, including all applications with regulatory authorities, state charter
or organizational documents and any amendments or supplements thereto, to be
executed by, on behalf of, or for the benefit of, a Company. The undersigned
hereby grants to each Attorney-in-Fact full power and authority to do and
perform each and every act and thing contemplated above, as fully and to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said Attorney-in-Fact may lawfully do or cause to be done by
virtue hereof.

/s/ Thomas S. Goho
---------------------------------------
Thomas S. Goho

Dated: February 27, 1997

<PAGE>

POWER OF ATTORNEY

Dated: February 27, 1997 /s/ Zoe Ann Hines
--------------------------------
Zoe Ann Hines

<PAGE>

POWER OF ATTORNEY

Dated: February 27, 1997 /s/ W. Rodney Hughes
--------------------------------
W. Rodney Hughes

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent
(each, an "Attorney-in-Fact") with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, (i) to execute the Registration Statement of each of MasterWorks
Funds Inc., Managed Series Investment Trust, Master Investment Portfolio and any
investment company whose fund(s) invest in a Master Portfolio of Managed Series
Investment Trust or Master Investment Portfolio (each, a "Company"), and any or
all amendments (including post-effective amendments) thereto and to file the
same, with any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and any state securities
commissions or authorities, and (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Company. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said Attorney-in-Fact may lawfully do or cause to be done
by virtue hereof.

/s/ Robert M. Joses
---------------------------------------
Robert M. Joses

Dated: February 27, 1997

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent
(each, an "Attorney-in-Fact") with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, (i) to execute the Registration Statement of each of MasterWorks
Funds Inc., Managed Series Investment Trust, Master Investment Portfolio and any
investment company whose fund(s) invest in a Master Portfolio of Managed Series
Investment Trust or Master Investment Portfolio (each, a "Company"), and any or
all amendments (including post-effective amendments) thereto and to file the
same, with any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and any state securities
commissions or authorities, and (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Company. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said Attorney-in-Fact may lawfully do or cause to be done
by virtue hereof.

/s/ J. Tucker Morse
---------------------------------------
J. Tucker Morse

Dated: February 27, 1997