MASSMUTUAL INSTITUTIONAL FUNDS, 485APOS, 1999-02-16

MASSMUTUAL INSTITUTIONAL FUNDS
485APOS, 1999-02-16

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (NO. 33-73824) UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No.

Post-Effective Amendment No. 10
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 12

MASSMUTUAL INSTITUTIONAL FUNDS

(Exact Name of Registrant as Specified in Declaration of Trust)

1295 State Street, Springfield, Massachusetts 01111
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including area code (413) 788-8411

Name and Address of Agent for Service
Stephen L. Kuhn, Esq.
Vice President and Secretary
MassMutual Institutional Funds
1295 State Street
Springfield, Massachusetts 01111

Copy to:
J.B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110

Approximate Date of Proposed Public Offering: As soon as practical after the
effective date of this Registration Statement.

It is proposed that this filing become effective (check appropriate line)

[__] immediately upon filing pursuant to paragraph (b)
[__] on [date] pursuant to paragraph (b)
[__] 60 days after filing to pursuant to paragraph (a) of Rule 485
[__] on [date] pursuant to paragraph (a)(1) of rule 485
[xx] 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

TO: THE SECURITIES AND EXCHANGE COMMISSION

Registrant submits this Post-Effective Amendment No. 10 to its Registration
Statement No. 33-73824 under the Securities Act of 1933 and this Amendment No.
12 to its Registration Statement No. 811-2224 under the Investment Company Act
of 1940. This Post-Effective Amendment relates to MassMutual Prime Fund,
MassMutual Short-Term Bond Fund, MassMutual Core Bond Fund, MassMutual
Diversified Bond Fund, MassMutual Balanced Fund, MassMutual Core Equity Fund,
MassMutual Small Cap Value Equity Fund, MassMutual Growth Equity Fund,
MassMutual Small Cap Growth Equity Fund, MassMutual Mid Cap Equity Fund,
MassMutual International Equity Fund. No other information relating to any other
series of Registrant is amended or superceded hereby.

We have elected to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940. We filed our Rule
24f-2 notice for the period ended December 31, 1998, on April ., 1999.
<PAGE>

MASSMUTUAL INSTITUTIONAL FUNDS

This Prospectus describes the following Funds:

. MassMutual Prime Fund
seeks to maximize current income, consistent with liquidity and capital
preservation, by investing in money market instruments.

. MassMutual Short-Term Bond Fund
seeks a high total rate of return primarily from current income while
minimizing fluctuations in capital values by investing primarily in
short-term investment grade fixed income securities.

. MassMutual Core Bond Fund
seeks a high total rate of return, consistent with prudent investment
risk and capital preservation, by investing primarily in investment
grade debt securities.

. MassMutual Diversified Bond Fund
seeks a superior total rate of return by investing in fixed income
instruments.

. MassMutual Balanced Fund
seeks a high total rate of return over time, consistent with capital
preservation, by investing in stock, fixed income and money market
securities.

. MassMutual Core Equity Fund
seeks long-term growth of capital and income by investing primarily in
large company stocks.

. MassMutual Growth Equity Fund
seeks long-term growth of capital and future income.

. MassMutual Small Cap Value Equity Fund
seeks long-term growth of capital and income by investing primarily in
small company stocks.

. MassMutual Mid Cap Growth Equity Fund seeks long-term capital growth.

. MassMutual Small Cap Growth Equity Fund seeks long-term capital
appreciation.

. MassMutual International Equity Fund
seeks a high total rate of return over time by investing primarily in
foreign stocks.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any statement to the
contrary is a crime.

PROSPECTUS

May 1, 1999

-1-
<PAGE>

Table Of Contents Page

Summary Information .................................................... 3

About the Funds
MassMutual Prime Fund ......................................... 4
MassMutual Short-Term Bond Fund ............................... 5
MassMutual Core Bond Fund ..................................... 6
MassMutual Diversified Bond Fund .............................. 7
MassMutual Balanced Fund ...................................... 8
MassMutual Core Equity Fund ................................... 9
MassMutual Growth Equity Fund.................................. 10
MassMutual Small Cap Value Equity Fund ........................ 11
MassMutual Mid Cap Growth Equity Fund ......................... 12
MassMutual Small Cap Growth Equity Fund ....................... 13
MassMutual International Equity Fund .......................... 14

Summary of Principal Risks ............................................. 15

Fees and Expenses
Class S Shares ................................................ 19
Class Y Shares ................................................ 21
Class L Shares ................................................ 23
Class A Shares ................................................ 24

About the Investment Advisers and Sub-Advisers
Massachusetts Mutual Life Insurance Company ................... 27
David L. Babson and Company Incorporated ...................... 27
HarbourView Asset Management Corporation ...................... 28
Massachusetts Financial Services Company ...................... 28
Miller Anderson & Sherrerd, LLP................................ 28
J.P. Morgan Investment Management Inc. ........................ 29
Waddell & Reed Investment Management Company................... 29

About the Classes of Shares
Class S Shares ................................................ 30
Class Y Shares ................................................ 30
Class L Shares ................................................ 30
Class A Shares ................................................ 31
Compensation for Selling Shares ............................... 31

Investing in the Funds
Buying, Redeeming and Exchanging Shares ....................... 33
Determining Net Asset Value ................................... 33
How to Invest ................................................. 34
Taxation and Distribution ..................................... 34

Investment Performance ................................................. 35

Financial Highlights.................................................... 37

Appendix - Additional Investment Policies and Risk Considerations....... 38

-2-
<PAGE>

Summary Information

MassMutual Institutional Funds provide a broad range of investment choices
across the risk/return spectrum. The summary pages that follow describe each
Fund:

. Investment objectives and principal investment strategy. A "Summary of
Principal Risks" of investing in the Funds begins on page 15 and is also
presented in chart form on page 19.

. Investment return over the past ten years, or since inception if less than
ten years old.

. Average annual total returns for the last one, five and ten year periods
(or, shorter periods for newer Funds) and how the Fund did against a
comparable broad-based index.

Where indicated, performance information for a Fund includes the performance of
a predecessor separate investment account of MassMutual before those Funds were
created. In addition, where indicated average annual total returns for Class A,
Class L and Class Y shares of those Funds is based on the performance of Class S
Shares, adjusted for class specific expenses.

In all cases, investment returns assume the reinvestment of dividends and
capital gains distributions.

In other cases, performance information is based on a composite of portfolios
managed with similar investment objectives by the investment Sub-Adviser. The
Performance Chart for those Funds reflects the Sub-Adviser's composite
performance, adjusted for class specific expenses.

Past Performance is not an indication of future performance. There is no
assurance that a Fund's investment objective will be achieved, and you can lose
money by investing in the Funds.

-3-
<PAGE>

MassMutual Prime Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to maximize current income to the extent consistent with
liquidity and the preservation of capital by investing in a diversified
portfolio of money market instruments.

The Prime Fund is not a money market Fund.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund invests in debt instruments that have a remaining maturity not
exceeding 397 days and that have one of the two highest ratings from at least
one nationally recognized statistical rating organization or, if unrated, that
MassMutual judges to be of equivalent quality. Generally, the majority of the
Fund's holdings do not have the highest rating. The Fund's principal investments
include:

. commercial paper and other corporate obligations;

. securities issued or guaranteed by the U.S. Government or its agencies;

. certificates evidencing participation in bank loans; and

. certificates of deposit and bankers' acceptances.

Some of these investments are subject to legal restrictions on resale.

- --------------------------------------------------------------------------------
Annual Performance+
- --------------------------------------------------------------------------------
Class S Shares

[BAR CHART APPEARS HERE]

1989 9.17%
1990 8.15%
1991 6.15%
1992 3.75%
1993 2.92%
1994 4.01%
1995 5.78%
1996 5.24%
1997 5.39%
1998 5.39%

During the periods shown above, the highest quarterly return was 2.36% for the
quarter ended June 30, 1989 and the lowest was .71% for the quarter ended June
30, 1993.

- --------------------------------------------------------------------------------
Average Annual Total Returns
- --------------------------------------------------------------------------------
(for the periods ended December 31, 1998)

One Year Five Ten
Years Years

Class S* 5.39% 5.16% 5.58%
Class Y+ 5.14% 4.93% 5.36%
Class L+ 5.24% 5.01% 5.43%
Class A+ 4.60% 4.46% 4.89%
91-day Treasury Bills/\ 5.05% 5.11% 5.44%

*Performance for Class S shares of the Fund includes performance of a
predecessor separate investment account of MassMutual for periods prior to
October 3, 1994. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

+Performance for Class Y and Class A shares of the Fund is based on Class S
shares for the 5- and 10-year periods, adjusted to reflect Class Y and Class A
expenses. Performance for Class L shares of the Fund is based on Class S shares
for all periods shown, adjusted to reflect Class L expenses.

/\91-day Treasury Bills are unmanaged and do not incur expenses. Treasury Bills
are backed by the full faith and credit of the United States government and
offer a fixed rate of interest, while the Fund's shares are not guaranteed.

-4-
<PAGE>

MassMutual Short-Term Bond Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve a high total rate of return primarily from current
income while minimizing fluctuations in capital values by investing primarily in
a diversified portfolio of short-term investment grade fixed income securities.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund invests primarily in investment grade debt securities, including:

. commercial paper and other corporate obligations;

. securities issued or guaranteed by the U.S. Government or its agencies; and

. mortgage-backed and other asset-backed securities.

The Fund's portfolio "duration" is the average of the periods remaining for
payments of principal and interest on the Fund's debt securities, weighted by
the dollar amount of each payment. The Fund's portfolio Duration is estimated to
be generally less than three years.

- --------------------------------------------------------------------------------
Annual Performance
- --------------------------------------------------------------------------------
Class S Shares

[BAR CHART APPEARS HERE]

1989 N/A
1990 8.89%
1991 13.60%
1992 6.72%
1993 7.83%
1994 -0.99%
1995 11.77%
1996 5.57%
1997 6.84%
1998 6.29%

During the periods shown above, the highest quarterly return was 4.66% for the
quarter ended December 31, 1991 and the lowest was -1.56% for the quarter ended
March 31, 1994.

Five Ten
One Year Years Years

Class S* 6.29% 5.82% N/A
Class Y+ 6.12% 5.60% N/A
Class L+ 6.10% 5.63% N/A
Class A+ 5.75% 5.16% N/A
Lehman Brothers 1-3 Year
Government Bond Index/\ 6.97% 5.96% 7.36%

* Performance for Class S shares of the Fund includes performance of a
predecessor separate investment account of MassMutual for periods prior to
October 3, 1994. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

/\The Lehman Brothers 1-3 Year Government Bond Index is an unmanaged index of
U.S. government bonds with 1-3 years remaining to the scheduled payment of
principal. The Index does not incur expenses and cannot be purchased directly by
Investors.

-5-
<PAGE>

MassMutual Core Bond Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve a high total rate of return consistent with prudent
investment risk and the preservation of capital by investing primarily in a
diversified portfolio of investment grade fixed income securities.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund invests primarily in investment grade debt securities, including:

. domestic and foreign corporate bonds;

. bonds issued or guaranteed by the U.S. Government or its agencies;

. mortgage-backed and other asset-backed securities; and

. money market securities, including commercial paper.

Some of these investments may be in securities that are not denominated in U.S.
dollars and others may be purchased subject to legal restrictions on resale,
although no more than 15% of the Fund's investments may be illiquid at the time
of purchase.

[BAR CHART APPEARS HERE]

1989 12.86%
1990 8.30%
1991 17.58%
1992 7.04%
1993 11.34%
1994 -4.11%
1995 19.15%
1996 2.80%
1997 9.78%
1998 8.44%

During the periods shown above, the highest quarterly return was 6.91% for the
quarter ended June 30, 1989 and the lowest was -3.49% for the quarter ended
March 31, 1994.

One Five Ten
Year Years Years

Class S* 8.44% 6.93% 9.12%
Class Y+ 8.25% 6.72% 8.90%
Class L+ 8.20% 6.69% 8.88%
Class A+ 7.75% 6.24% 8.42%
Lehman Brothers Government/
Corporate Bond Index/\ 9.47% 7.30% 9.34%

* Performance for Class S shares of the Fund includes performance of a
predecessor separate investment account of MassMutual for periods prior to
October 3, 1994. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

/\The Lehman Brothers Government/Corporate Bond Index is an unmanaged index of
major U.S. government and investment grade bonds with more than one year
remaining to the scheduled payment of principal. The Index does not incur
expenses and cannot be purchased directly by Investors.

-6-
<PAGE>

MassMutual Diversified Bond Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks a superior total rate of return by investing in fixed income
instruments.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

This Fund seeks to achieve its investment objective by investing primarily in
the following types of fixed income instruments:

. Public bonds;
. Private placement bonds, including securities issued pursuant to Rule
144A;
. Mortgage-backed securities; including commercial mortgage-backed
securities;
. Asset-backed securities;
. Residential whole loan mortgage pools;
. Commercial mortgage loans;
. U.S. Treasury futures and forward contracts;
. Fully hedged foreign securities;
. Interest rate and currency swaps;
. Commercial paper; and
. Options on fixed income investments, including swaptions and interest
rate caps and floors.

The average credit quality of the Fund will not be less than BBB-/Baa3. In
determining the credit quality of assets that are not rated by an independent
credit rating firm, MassMutual will utilize its own proprietary credit rating
system. The Fund will also have specified liquidity and diversification
requirements for particular types of investments.

The Duration of the Fund is intended to be within 5% of the Duration of the
Lehman Brothers Intermediate Aggregate Bond Index.

- --------------------------------------------------------------------------------
Annual Performance
- --------------------------------------------------------------------------------

N/A

One Five Ten
Year Years Years

Class S N/A N/A N/A
Class Y N/A N/A N/A
Class L N/A N/A N/A
Class A N/A N/A N/A
Lehman Brothers
Intermediate Aggregate
Bond Index/\ 7.85% 6.83% 8.73%

/\The Lehman Brothers Intermediate Aggregate Bond Index is an unmanaged index
representing the investment grade fixed rate bond market of government,
corporate, mortgage-backed and asset-backed securities. The Index does not incur
expenses and cannot be purchased directly by Investors.

-7-
<PAGE>
MassMutual Balanced Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve a high total rate of return over an extended period
of time consistent with the preservation of capital values by investing in a
diversified portfolio of equity securities, fixed income securities and money
market instruments.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund's portfolio consists of three segments:

. The Prime Segment, which invests in accordance with the investment
objective and policies of the Prime Fund.

. The Core Bond Segment, which invests in accordance with the investment
objective and policies of the Core Bond Fund.

. The Core Equity Segment, which invests in accordance with the investment
objectives and policies of the Core Equity Fund.

The Fund adjusts the mix of investments among these three market segments based
on MassMutual's judgment about each segment's potential for returns in relation
to the corresponding risk. These adjustments normally will be made in a gradual
manner over a period of time. Under normal circumstances at least 25% of the
Fund's total assets will be invested in debt securities. In addition, under
normal circumstances, no investment will be made that would result in more than
35% of the Fund's net assets being invested in the Prime Segment, more than 35%
in the Core Bond Segment or more than 65% in the Core Equity Segment. In unusual
circumstances, the Fund may invest up to 70% of its total assets in the Equity
Segment or up to 50% of its total assets in the Core Bond Segment.

[BAR CHART APPEARS HERE]

1989 18.83%
1990 3.12%
1991 22.47%
1992 8.90%
1993 9.09%
1994 2.44%
1995 21.31%
1996 12.83%
1997 18.72%
1998 13.50%

During the periods shown above, the highest quarterly return was 9.37% for the
quarter ended December 31, 1998 and the lowest was -6.91% for the quarter ended
September 30, 1990.

One Five Ten
Year Years Years

Class S* 13.50% 13.57% 12.91%
Class Y+ 13.23% 13.33% 12.67%
Class L+ 13.15% 13.22% 12.56%
Class A+ 12.78% 12.84% 12.19%
Lipper Balanced Fund Index/\ 15.37% 13.71% 13.19%
S&P 500(R)Index/\ 28.58% 24.07% 19.20%
Lehman Brothers Government/
Corporate Bond Index/\ 9.47% 7.30% 9.34%

+Performance for Class Y and Class A shares of the Fund is based on Class S
shares of the 5- and 10-year periods, adjusted to reflect Class Y and Class A
expenses. Performance for Class L shares of the Fund is based on Class S shares
for all periods shown, adjusted to reflect Class L expenses.

/\The Lipper Balanced Fund Index is an unmanaged, equally weighted index of the
30 largest mutual Funds within each of the investment objective categories for
the Balanced Fund. The S&P 500(R) Index is a widely recognized, unmanaged index
of common stock of the 500 largest capitalized U.S. companies. The Lehman
Brothers Government/Corporate Index is an unmanaged index of major U.S.
government and investment grade corporate bonds with more than one year
remaining until the scheduled payment of principal. These Indices do not incur
expenses and cannot be purchased directly by Investors.

-8-
<PAGE>

MassMutual Core Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve long-term growth of capital and income by investing
primarily in a diversified portfolio of equity securities of larger,
well-established companies.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund invests primarily in dividend paying stocks, securities convertible
into stocks, and other securities, such as warrants and stock rights whose value
is based on stock prices. The Fund's portfolio manager follows a "value"
approach that favors the stocks of companies having below average share price to
company earnings ("P/E") ratios and higher dividend yields relative to their
industry groups. The Fund generally invests in the publicly traded stock of
companies with market capitalizations greater than $2 billion and a history of
operations of five years or more.

[BAR CHART APPEARS HERE]

1989 23.02%
1990 0.99%
1991 25.50%
1992 10.55%
1993 9.55%
1994 4.07%
1995 31.54%
1996 20.24%
1997 29.01%
1998 16.74%

During the periods shown above, the highest quarterly return was 16.49% for the
quarter ended December 31, 1998 and the lowest was -11.97% for the quarter ended
September 30, 1990.

One Five Ten
Year Years Years

Class S* 16.75% 19.91% 16.46%
Class Y+ 16.49% 19.65% 16.21%
Class L+ 16.45% 19.62% 16.17%
Class A+ 15.96% 19.14% 15.71%
S&P 500(R)Index/\ 28.62% 24.07% 19.20%

* Performance for Class S shares of the Fund includes performance of a
predecessor separate investment account of MassMutual for periods prior to
October 3, 1994. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

/\The S&P 500(R) Index is a widely recognized, unmanaged index of common stocks
of the 500 largest capitalized U.S. companies. The Index does not incur expenses
and cannot be purchased directly by Investors.

-9-
<PAGE>

MassMutual Growth Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks long-term growth of capital and future income.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund seeks to achieve its objective by investing its assets, except for
working cash balances, primarily in the common stocks and securities convertible
into common stocks of companies which the investment Sub-Adviser, Massachusetts
Financial Services Company ("MFS"), believes offer better than average prospects
for long-term growth.

The Sub-Adviser uses a bottom-up, as opposed to a top-down, investment style,
which means that securities are selected based upon fundamental analysis
performed by the portfolio manager and the Sub-Adviser's large group of equity
research analysts.

In managing the Fund, MFS seeks to purchase securities of companies which it
considers well-run and poised for growth, particularly companies which
demonstrate:

. a strong franchise, strong cash flows and a recurring revenue stream;

. a strong industry position, where there is potential for high profit
margins and/or substantial barriers to new entry in the industry;

. a strong management with a clearly defined strategy; and

. new products or services.

The Fund may invest up to 30% of its assets in foreign securities, including
companies in emerging markets, and may have exposure to foreign currencies
through its investment in these securities, its direct holdings of foreign
currencies, or through its use of foreign currency exchange contracts for the
purchase or sale of a fixed quantity of foreign currency at a future date.

[BAR CHART APPEARS HERE]

1989 35.66%
1990 -5.04%
1991 47.83%
1992 6.44%
1993 14.50%
1994 -6.83%
1995 28.47%
1996 22.98%
1997 48.44%
1998 40.84%

During the periods shown above, the highest quarterly return was 25.97% for the
quarter ended December 31, 1998 and the lowest was -25.19% for the quarter ended
September 30, 1990.

One Five Ten
Year Years Years

Class S* 40.84% 25.21% 21.72%
Class Y* 40.78% 25.15% 21.66%
Class L* 40.63% 25.00% 21.51%
Class A* 40.38% 24.74% 21.26%
S&P 500 Index/\ 28.58% 24.07% 19.20%

* Performance shown is a composite of portfolios managed by the Fund's
Sub-Adviser with similar investment objectives and policies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of each of the Fund's share classes. The quoted performance does not
represent the historical performance of the Fund and should not be interpreted
as being indicative of the future performance of the Fund. For a more detailed
discussion, please refer to "Investment Performance" in this Prospectus.

/\The S&P 500(R) Index is a widely recognized, unmanaged index representative of
the largest capitalized U.S. companies. The Index does not incur expenses and
cannot be purchased directly by Investors.

-10-
<PAGE>

MassMutual Small Cap Value Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve long-term growth of capital and income by investing
primarily in a diversified portfolio of equity securities of smaller companies.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund invests primarily in stocks, securities convertible into stocks and
other securities, such as warrants and stock rights, whose value is based on
stock prices. The Fund generally invests in publicly traded stocks of companies
with a market capitalization, at the time of purchase, of $750 million or less.

[BAR CHART APPEARS HERE]

1989 18.33%
1990 -5.42%
1991 29.34%
1992 17.10%
1993 14.08%
1994 -4.43%
1995 20.01%
1996 22.82%
1997 36.36%
1998 -9.03%

During the periods shown above, the highest quarterly return was 18.72% for the
quarter ended June 30, 1997 and the lowest was -18.98% for the quarter ended
September 30, 1998.

- --------------------------------------------------------------------------------
Average Total Returns
- --------------------------------------------------------------------------------
(for the periods ended December 31, 1998)

One Five Ten
Year Years Years

Class S* -9.02% 11.81% 12.95%
Class Y+ -9.25% 11.57% 12.71%
Class L+ -9.32% 11.51% 12.65%
Class A+ -9.58% 11.10% 12.23%
Russell 2000 Index/\ -2.55% 11.88% 12.93%

/\The Russell 2000 Index is a widely recognized, unmanaged index representative
of small-capitalized U.S. companies. The Index does not incur expenses and
cannot be purchased directly by Investors.

-11-
<PAGE>

MassMutual Mid Cap Growth Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks long-term capital growth.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

This Fund seeks to achieve its investment objective by investing primarily in
common stocks and other equity securities having capitalizations in the range of
companies included in the S&P Mid Cap 400 Index. The Sub-Adviser for the Fund,
Miller Anderson & Sherrerd, LLP ("MAS"), particularly focuses on the
expectations of stock analysts and invests the portfolio in stocks of companies
that it believes will report earnings growth exceeding analysts' expectations.
The Fund may invest to a limited extent in foreign equity securities. MAS may
use derivatives in managing the portfolio.

MAS uses a quantitative screen to sort stocks based on revisions to analysts'
earnings predictions. MAS then conducts extensive fundamental research into
those companies with the most attractive earnings revisions. Finally, MAS
evaluates the valuation of the stocks to eliminate from consideration the most
overvalued stocks. MAS also follows a strict sell discipline. The Fund will sell
stocks when their earnings revision scores fall to unacceptable levels,
fundamental research reveals unfavorable trends, or their valuations exceed
levels that are reasonable in relation to the stock's growth prospects.

- --------------------------------------------------------------------------------
Annual Performance*
- --------------------------------------------------------------------------------
Class S Shares

[BAR CHART APPEARS HERE]

1989 N/A
1990 N/A
1991 59.50%
1992 2.71%
1993 18.12%
1994 -5.61%
1995 36.24%
1996 18.69%
1997 33.11%
1998 37.38%

During the periods shown above, the highest quarterly return was 36.02% for the
quarter ended December 31, 1998 and the lowest was -19.80% for the quarter ended
September 30, 1990.

Five Ten
One Year Years Years

Class S* 37.38% 22.79% N/A
Class Y* 37.31% 22.72% N/A
Class L* 37.16% 22.57% N/A
Class A* 36.91% 22.31% N/A
Russell 2500 Index/\ .38% 14.13% 14.61%

* Performance shown is based on a mutual fund managed by the Fund's Sub-Adviser
with similar investment objectives and policies, adjusted to reflect the fees
and expenses of each of the Fund's share classes. This mutual fund represents
the Sub-Adviser's Mid Cap Growth Strategy. The quoted performance does not
represent the historical performance of the Fund and should not be interpreted
as being indicative of the future performance of the Fund. For a more detailed
discussion, please refer to "Investment Performance" in this Prospectus.

/\The Russell 2500 Index is an unmanaged index representative of mid-capitalized
U.S. companies. The Index does not incur expenses and cannot be purchased
directly by Investors.

-12-
<PAGE>

MassMutual Small Cap Growth Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund seeks to achieve its objective by investing primarily in common stocks
and equity securities of smaller companies which the managers believe offer
potential for long-term growth. The Fund may maintain cash reserves for
liquidity purposes. The Fund will generally buy companies whose market
capitalization is greater than $100 million, but less than $1.5 billion at the
time of purchase. The Fund is not required to invest in dividend paying stocks,
since current income is not an objective of the Fund. Two Sub-Advisers manage
the Fund, each is responsible for 50% of the portfolio.

The investment process of J.P. Morgan emphasizes: in-depth proprietary research
and stock valuation and selection; insight into companies' real growth potential
by forecasting prospects over periods often up to 5 years; quantifying research
results with rankings according to relative value, and buying under-valued or
fairly valued companies poised for long-term growth; focusing on each company's
business strategy and competitive environment; and high growth sectors such as
technology, health care and consumer services.

Waddell & Reed Investment Management Company uses a bottom-up process, generally
emphasizing long-term growth potential and superior financial characteristics,
such as: annual revenue and earnings growth rate of 25%+, pre-tax margins of
20%+, and debt-free capital structure. Generally, companies also are considered
which are strong niche players with a defensible market position, have active
involvement of the founder-entrepreneur, and demonstrate commitment to their
employees, customers, suppliers and shareholders.

The Sub-Adviser buys companies with an anticipated three year holding period,
and therefore expects this portion of the Fund's portfolio to typically have
lower than 50% annual turnover.

[BAR CHART APPEARS HERE]

1989 N/A
1990 2.39%
1991 89.51%
1992 4.80%
1993 11.40%
1994 8.19%
1995 38.32%
1996 15.43%
1997 33.17%
1998 26.09%

During the periods shown above, the highest quarterly return was 31.53% for the
quarter ended March 31, 1991 and the lowest was -18.04% for the quarter ended
September 30, 1990.

One Five Ten
Year Years Years

Class S* 26.09% 23.73% N/A
Class Y* 25.95% 23.59% N/A
Class L* 25.80% 23.44% N/A
Class A* 25.55% 23.19% N/A
Russell 2000
Growth Index/\ -2.55% 11.88% 12.93%

*Performance shown is the average of the composites of portfolios managed by
each of the Fund's Sub-Advisers with similar investment objectives and policies
and without significant client-imposed restrictions, adjusted to reflect the
fees and expenses of each of the Fund's share classes. The quoted performance
does not represent the historical performance of the Fund and should not be
interpreted as being indicative of the future performance of the Fund. For a
more detailed discussion, please refer to "Investment Performance" in this
Prospectus.

/\The Russell 2000 Index is a widely recognized, unmanaged index representative
of small-capitalized, U.S. companies. The Index does not incur expenses and
cannot be purchased directly by Investors.

-13-
<PAGE>

MassMutual International Equity Fund

- --------------------------------------------------------------------------------
Investment Objective
- --------------------------------------------------------------------------------

This Fund seeks to achieve a high total rate of return over the long term by
investing in a diversified portfolio of foreign and domestic equity securities.

- --------------------------------------------------------------------------------
Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund seeks to achieve its objective by having at least 75% of its total
assets invested in stocks traded primarily in foreign markets, including markets
in Europe, Latin America and Asia. The Fund's Sub-Adviser focuses on
well-positioned, well-managed businesses that have strong revenue growth,
sustainable profit margins, capital efficiency and/or business integrity. The
Sub-Adviser also considers the macroeconomic outlook for various regional
economies. The Fund tends to favor companies involved in the following
businesses:

. Capital Market Development;

. Telecommunications/Media;

. Efficiency Enhancing Technologies and Services;

. Healthcare and Biotechnology;

. Infrastructure Spending;

. Emerging Consumer Markets;

. Corporate Restructuring; and

. Natural Resources.

[BAR CHART APPEARS HERE]

1989 N/A
1990 N/A
1991 N/A
1992 -2.37%
1993 59.84%
1994 -4.96%
1995 5.13%
1996 18.51%
1997 15.79%
1998 5.05%

During the periods shown above, the highest quarterly return was 21.33% for the
quarter ended December 31, 1993 and the lowest was -21.54% for the quarter ended
September 30, 1998.

One Five Ten
Year Years Years

Class S* 5.05% 7.57% N/A
Class Y+ 4.84% 7.35% N/A
Class L+ 4.83% 7.35% N/A
Class A+ 4.40% 6.88% N/A
MSCI EAFE# 19.85% 9.16% 5.53%

* Performance for Class S shares of the Fund includes performance of a
predecessor separate investment account of MassMutual for periods prior to
October 3, 1994. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

# MSCI EAFE is a widely recognized, unmanaged index representative of foreign
securities in the major non-U.S. markets of Europe, Australia and the Far East.
The Index does not incur expenses and cannot be purchased directly by Investors.

-14-
<PAGE>

Summary of Principal Risks

The value of your investment in a Fund changes with the values of the
investments in a Fund's portfolio. Many factors can affect those values. Factors
that may affect a particular Fund's portfolio as a whole are called "principal
risks." They are summarized in this section. The chart at the end of this
section displays similar information. All Funds could be subject to additional
principal risks because the types of investments made by each Fund can change
over time. Although the Funds strive to reach their stated goals, they cannot
offer guaranteed results. You have the potential to make money in these Funds,
but you can also lose money.

. Market Risk - Prime/Bond Funds
All the Funds are subject to market risk, which is the general risk of
unfavorable market-induced changes in the value of a security. The Prime
Fund, the Short-Term Bond Fund, the Core Bond Fund, the Balanced Fund's
Core Bond Segment and the Diversified Bond Fund are subject to market risk
because they invest some or all of their assets in debt securities. Debt
securities are obligations of an issuer to pay principal and/or interest at
a specified interest rate over a predetermined period. If interest rates
rise close to or higher than the specified rate, those securities are
likely to be worth less and the value of the Funds will likely fall. If
interest rates fall, most securities held by Funds paying higher rates of
interest will likely be worth more, and the Fund's value will likely
increase.

This kind of market risk, also called interest rate risk, is generally
greater for debt securities with longer maturities and portfolios with
longer Durations. Even the highest quality debt securities are subject to
interest rate risk and market risk is generally greater for lower-rated
securities or comparable unrated securities.

. Market Risk - Equity Funds
The Core Equity Fund, the Small Cap Value Equity Fund, the International
Equity Fund, the Core Equity Segment of the Balanced Fund, the Growth
Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth Equity
Fund are subject to market risk. Market risk arises since stock prices can
fall for any number of factors, including general economic and market
conditions, prospects of the securities issuer, changing interest rates,
and real or perceived economic and competitive industry conditions.

These Funds maintain substantial exposure to equities and do not attempt to
time the market. Because of this exposure, the possibility that stock
market prices in general will decline over short or even extended periods
subjects these Funds to unpredictable declines in the value of their
shares, as well as periods of poor performance. Market risk also includes
specific risks affecting the companies whose shares are purchased by the
Fund, such as management performance, financial leverage, industry problems
and reduced demand for the issuer's goods or services.

. Credit Risk. All the Funds are subject to credit risk. This is the risk
that the issuer or the guarantor of a debt security, or the counterparty to
a derivatives contract or securities loan, will be unable or unwilling to
make timely principal and/or interest payments, or to otherwise honor its
obligations. There are varying degrees of credit risk, which are often
reflected in credit ratings. Credit risk is particularly significant for
the Prime Fund, the Core Bond Fund, the Diversified Bond Fund and the Prime
Segment and the Core Bond Segment of the Balanced Fund to the extent they
invest in below investment grade securities. These debt securities and
similar

Terms appearing in bold type are discussed in greater detail under
"Additional Investment Policies and Risk Considerations". Those sections
also include more information about the Funds, their investments and the
related risks.

-15-
<PAGE>

unrated securities, which are commonly known as "junk bonds," either have
speculative elements or are predominantly speculative investments. The Core
Bond Fund, the Core Bond Segment of the Balanced Fund and the Diversified
Bond Fund invest in foreign debt securities and, accordingly, are also
subject to increased credit risk because of the difficulties of requiring
foreign entities, including issuers of sovereign debt, to honor their
contractual commitments, and because a number of foreign governments and
other issuers are already in default.

. Management Risk. Each Fund is subject to management risk because it is an
actively managed investment portfolio. Management risk is the chance that
poor security selection will cause the Fund to underperform other Funds
with similar investment objectives. The Funds' investment advisers and
Sub-Advisers manage the Funds according to the traditional methods of
active investment management, which involves the buying and selling of
securities based upon economic, financial and market analysis and
investment judgment. The Funds' investment advisers and Sub-Advisers apply
their investment techniques and risk analyses in making investment
decisions for the Funds, but there can be no guarantee that they will
produce the desired result.

. Prepayment Risk. Prepayment risk is the risk that principal will be repaid
at a different rate than anticipated, causing the return on mortgage-backed
securities to be less than expected when purchased. The interest rate risk
described above may be compounded for the Short-Term Bond Fund, the Core
Bond Fund, the Core Bond Segment of the Balanced Fund and the Diversified
Bond Fund to the extent that these Funds invest to a material extent in
mortgage-related or other asset-backed securities that may be prepaid.
These securities have variable maturities that tend to lengthen when
interest rates are rising, which is the least desirable time. These Funds
are also subject to reinvestment risk, which is the chance that cash flows
from securities will be reinvested at lower rates if interest rates fall.

. Liquidity Risk. Liquidity risk exists when particular investments are
difficult to sell. A Fund may not be able to sell these illiquid securities
at the best prices. Investments in derivatives, foreign investments and
securities having small market capitalization, substantial market and/or
credit risk tend to involve greater liquidity risk. Accordingly, the Core
Bond Fund, the Mid Cap Growth Equity Fund, the Diversified Bond Fund, the
Growth Equity Fund, the Small Cap Value Equity Fund, the Small Cap Growth
Equity Fund, the International Equity Fund and the Core Bond Segment of the
Balanced Fund may be subject to liquidity risk.

. Derivatives Risk. All Funds may use derivatives, which are financial
contracts whose value depends on, or is derived from, the value of an
underlying asset, interest rate or index. The Funds will sometimes use
derivatives as part of a strategy designed to reduce other risks and
sometimes will use derivatives for leverage, which increases opportunities
for gain but also involves greater risk. In addition to other risks such as
the credit risk of the counterparty, derivatives involve the risk of
mispricing or improper valuation and the risk that changes in the value of
the derivative may not correlate perfectly with relevant assets, rates and
indices. In addition, a Fund's use of derivatives may affect the timing and
amount of taxes payable by shareholders.

. Foreign Investment Risk. Funds investing in foreign securities may
experience more rapid and extreme changes in value than Funds which invest
solely in U.S. companies. This is because the securities markets of many
foreign countries are relatively small, with a limited number of companies
representing a small number of industries. In addition, foreign companies
are usually not subject to the same degree of regulation as U.S. companies.
Reporting, accounting and auditing standards of foreign countries differ,
in some cases

-16-
<PAGE>

significantly, from U.S. standards. Also, nationalization, expropriation or
confiscatory taxation, currency blockage, political changes or diplomatic
developments could adversely affect a Fund's non-U.S. investments. In the
event of nationalization, expropriation or other confiscation, a Fund could
lose its entire investment. Economic downturns in certain regions, such as
Southeast Asia, can also adversely affect other countries whose economies
appear to be unrelated. The Core Bond Fund, the International Equity Fund,
the Diversified Bond Fund, the Core Bond Segment of the Balanced Fund, the
Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth
Equity Fund are subject to foreign investment risk.

These Funds may also invest in foreign securities known as American
Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and
European Depositary Receipts ("EDRs"). ADRs, GDRs and EDRs represent
securities or a pool of securities of an underlying foreign or, in the case
of GDRs and EDRs, U.S. or non-U.S. issuer. They are subject to many of the
same risks as foreign securities. ADRs, GDRs and EDRs are more completely
described in the Statement of Additional Information.

. Emerging Markets Risk. The Growth Equity Fund, the Mid Cap Growth Equity
Fund, the Small Cap Growth Equity Fund and the International Equity Fund
may invest in emerging markets, subject to the applicable restrictions on
foreign investments, when the Sub-Adviser deems those investments are
consistent with the Fund's investment objectives and policies. Emerging
markets are generally considered to be the countries having "emerging
market economies" based on factors such as the country's foreign currency
debt rating, its political and economic stability, the development of its
financial and capital markets and the level of its economy. Investing in
foreign securities in emerging markets involves special risks, including
less liquidity and more price volatility than securities of comparable
domestic issuers or in established foreign markets. Emerging markets also
may be concentrated towards particular industries. There may also be
different clearing and settlement procedures, or an inability to handle
large volumes of transactions. These could result in settlement delays and
temporary periods when a portion of a Fund's assets are not invested, or a
loss in value due to illiquidity.

. Currency Risk. The Core Bond Fund, the International Equity Fund, the
Diversified Bond Fund, the Core Bond Segment of the Balanced Fund, and the
Growth Equity Fund are subject to currency risk to the extent that they
invest in securities of foreign companies that are traded in, and receive
revenues in, foreign currencies. Currency risk is caused by uncertainty in
foreign currency exchange rates. Fluctuations in the value of the U.S.
dollar relative to foreign currencies may enhance or diminish returns that
a U.S. investor would receive on foreign investments. The Funds may, but
will not necessarily, engage in foreign currency transactions in order to
protect against fluctuations in the value of holdings denominated in other
currencies. Those currencies can decline in value relative to the U.S.
Dollar, or, in the case of hedging positions, the U.S. Dollar can decline
in value relative to the currency hedged. A Fund's investment in foreign
currencies may increase the amount of ordinary income recognized by the
Fund.

. Smaller Company Risk. Market risk and liquidity risk are particularly
pronounced for stocks of smaller companies. These companies may have
limited product lines, markets or financial resources or they may depend on
a few key employees. The Small Cap Value Equity Fund, Mid Cap Growth Equity
Fund and Small Cap Growth Equity Fund generally have the greatest exposure
to this risk.

. Growth Company Risk. Market risk is also particularly pronounced for
"growth" companies. The prices of growth company securities may fall to a
greater extent than the overall equity markets (represented by the S&P 500
Index) due to changing economic,

17
<PAGE>

political or market factors. Growth company securities tend to be more
volatile in terms of price swings and trading volume.

. Leveraging Risk. When a Fund borrows money or otherwise leverages its
portfolio, the value of an investment in that Fund will be more volatile
and all other risks will tend to be compounded. All of the Funds may take
on leveraging risk by investing collateral from securities loans, by using
derivatives and by borrowing money to repurchase shares or to meet
redemption requests.

18
<PAGE>

Principal Risks by Fund

The following chart summarizes the Principal Risks of each Fund. A particular
Fund may, however, still have risks even if not marked.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Foreign
Market Credit Management Prepayment Liquidity Derivative Investment
Fund Risk Risk Risk Risk Risk Risk Risk
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Prime Fund X X X X

Short-Term Bond Fund X X X X X

Core Bond Fund X X X X X X X

Diversified Bond Fund X X X X X X X

Balanced Fund X X X X X X X

Core Equity Fund X X X X

Growth Equity Fund X X X

Small Cap Value Equity Fund X X X X X

Mid Cap Growth Equity Fund X X X X

Small Cap Growth Equity Fund X X X X

International Equity Fund X X X X X X

<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Smaller Growth Emerging
Currency Leveraging Company Company Markets
Fund Risk Risk Risk Risk Risk
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Prime Fund

Short-Term Bond Fund

Core Bond Fund X X

Diversified Bond Fund X X

Balanced Fund X X

Core Equity Fund X

Growth Equity Fund X X X

Small Cap Value Equity Fund X X

Mid Cap Growth Equity Fund X X X

Small Cap Growth Equity Fund X X X

International Equity Fund X X X
</TABLE>

19
<PAGE>

Fees and Expenses

As an investor, you pay certain fees and expenses in connection with your
investment. These fees and expenses will vary depending on the Fund in which you
invest and the class of shares that you purchase. The fee tables shown below are
meant to assist you in understanding these fees and expenses. Each fee table
shows two categories of expenses, Shareholder Fees and Annual Fund Operating
Expenses. Shareholder Fees refer to fees paid directly from your investment.
Annual Fund Operating Expenses refer to the costs of operating the Funds. These
costs are deducted from a Fund's assets, which means you pay them indirectly.

Class S Shares

This table describes the fees and expenses that you may pay if you invest in the
Class S shares of the Funds.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Short-Term Core Diversified Core Growth
Prime Bond Bond Bond Balanced Equity Equity
Fund Fund Fund Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Shareholder Fees None None None None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .35% .40% .48% .50% .48% .50% .68%
Service (Rule 12b-1) Fees None None None None None None None
Other Expenses .10% .14% .11% .14% .10% .08% .10%
Total Annual Fund
Operating Expenses(1)(2)(3) .45% .54% .59% .64% .58% .58% .78%

- --------------------------------------------------------------------------------------------------------------
Small Cap Mid Cap Small Cap
Value Growth Growth International
Equity Equity Equity Equity
Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .58% .70% .82% .85%
Service (Rule 12b-1) Fees None None None None
Other Expenses .10% .10% .13% .23%
Total Annual Fund
Operating Expenses(1)(2)(3) .68% .80% .95% 1.08%
</TABLE>

(1) The expenses in the above table are based on expenses for the Prime Fund,
Short-Term Bond Fund, Core Bond Fund, Balanced Fund, Core Equity Fund, Small
Cap Value Equity Fund and International Equity Fund for the fiscal year
ended December 31, 1998, but restated to give effect to a change in the
management fees, (except for International Equity Fund) and administrative
fees effective on May 3, 1999.
(2) Other expenses and Total Operating Expenses for the Diversified Bond Fund,
Growth Equity Fund, Mid Cap Growth Equity Fund and Small Cap Growth Equity
Fund are based on estimated amounts for the first fiscal year of these
Funds.
(3) Employee benefit plans which invest in the Funds through MassMutual separate
investment accounts may pay additional charges under their group annuity
contract or services agreement. Investors who purchase shares directly from
the Funds may also be subject to charges imposed in their administrative
services or other agreement with MassMutual.

20
<PAGE>

EXAMPLES. These examples are intended to help you compare the cost of investing
in the Class S shares of the Funds with the cost of investing in other mutual
Funds. The examples assume that you invest $10,000 in the Class S shares of the
Funds for the time periods indicated, that your investment earns a 5% return
each year and that each Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

- --------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------

Prime Fund $46 $144 $252 $567
Short-Term Bond Fund $55 $172 $299 $664
Core Bond Fund $60 $188 $326 $724
Diversified Bond Fund $65 $204 $354 $786
Balanced Fund $59 $185 $321 $712
Core Equity Fund $59 $185 $321 $712
Growth Equity Fund $80 $249 $431 $958
Small Cap Value Equity Fund $69 $217 $376 $835
Mid Cap Growth Equity Fund $82 $255 $443 $982
Small Cap Growth Equity Fund $97 $303 $525 $1166
International Equity Fund $110 $344 $597 $1326

Since the Class S shares do not impose any shareholder fees, the figures shown
would be the same whether you sold your shares at the end of a period or kept
them.

21
<PAGE>

Class Y Shares

This table describes the fees and expenses that you may pay if you invest in the
Class Y shares of the Funds.
<TABLE>
<CAPTION>
Short-Term Core Diversified Core
Prime Bond Bond Bond Balanced Equity
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Shareholder Fees None None None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .35% .40% .48% .50% .48% .50%
Service (Rule 12b-1) Fees None None None None None None
Other Expenses .20% .19% .16% .19% .26% .18%
Total Annual Fund
Operating Expenses(1)(2)(3) .55% .59% .64% .69% .74% .68%
</TABLE>

<TABLE>
<CAPTION>
Small Cap Small Cap
Growth Value Mid Cap Growth International
Equity Equity Growth Equity Equity
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Shareholder Fees None None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .68% .58% .70% .82% .85%
Service (Rule 12b-1) Fees None None None None None
Other Expenses .16% .20% .17% .27% .26%
Total Annual Fund
Operating Expenses(1)(2)(3) .84% .78% .87% 1.09% 1.11%
</TABLE>

(1) The expenses in the above table are based on expenses for the Prime Fund,
Short-Term Bond Fund, Core Bond Fund, Balanced Fund, Core Equity Fund, Small
Cap Value Equity Fund and International Equity Fund for the fiscal year
ended December 31, 1998, but restated to give effect to a change in the
management fees (except for International Equity Fund) and administrative
fees effective on May 3, 1999.
(2) Other expenses and Total Operating Expenses for the Diversified Bond Fund,
Growth Equity Fund, Mid Cap Growth Equity Fund and Small Cap Growth Equity
Fund are based on estimated amounts for the first fiscal year of these
Funds.
(3) Employee benefit plans which invest in the Funds through MassMutual separate
investment accounts may pay additional charges under their group annuity
contract or services agreement. Investors who purchase shares directly from
the Funds may also be subject to charges imposed in their administrative
services or other agreement with MassMutual.

-22-
<PAGE>

EXAMPLES. These examples are intended to help you compare the cost of investing
in the Class Y shares of the Funds with the cost of investing in other mutual
Funds. The examples assume that you invest $10,000 in the Class Y shares of the
Funds for the time periods indicated, that your investment earns a 5% return
each year and that each Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

Since the Class Y shares do not impose any shareholder fees, the figures shown
would be the same whether you sold your shares at the end of a period or kept
them.

1 Year 3 Years 5 Years 10 Years

Prime Fund $56 $176 $307 $689
Short-Term Bond Fund $60 $188 $327 $726
Core Bond Fund $65 $204 $354 $786
Diversified Bond Fund $70 $220 $382 $847
Balanced Fund $76 $236 $409 $909
Core Equity Fund $69 $217 $376 $835
Growth Equity Fund $86 $268 $465 $1031
Small Cap Value Equity Fund $80 $249 $431 $958
Mid Cap Growth Equity Fund $89 $277 $481 $1068
Small Cap Growth Equity Fund $111 $347 $603 $1338
International Equity Fund $113 $354 $614 $1363

-23-
<PAGE>

Class L Shares

This table describes the fees and expenses that you may pay if you invest in the
Class L shares of the Funds.

Short-Term Core Diversified Core
Prime Bond Bond Bond Balanced Equity
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Shareholder Fees None None None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .35% .40% .48% .50% .48% .50%
Service (Rule 12b-1) Fees None None None None None None
Other Expenses .35% .34% .31% .34% .41% .33%
Total Annual Fund
Operating Expenses(1)(2) .70% .74% .79% .84% .89% .83%
</TABLE>

<TABLE>
<CAPTION>
Small Cap Mid Cap Small Cap
Growth Value Growth Growth International
Equity Equity Equity Equity Equity
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Shareholder Fees None None None None None

Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .68% .58% .70% .82% .85%
Service (Rule 12b-1) Fees None None None None None
Other Expenses .31% .35% .32% .42% .41%
Total Annual Fund
Operating Expenses(1)(2) .99% .93% 1.02% 1.24% 1.26%
</TABLE>

(1) Other expenses and Total Operating Expenses are based on estimated amounts
for the first fiscal year of each Fund's Class L Shares.
(2) Employee benefit plans which invest in the Funds through MassMutual separate
investment accounts may pay additional charges under their group annuity
contract or services agreement. Investors who purchase shares directly from
the Funds may also be subject to charges imposed in their administrative
services or other agreement with MassMutual.

-24-
<PAGE>

EXAMPLES. These examples are intended to help you compare the cost of investing
in the Class L shares of the Funds with the cost of investing in other mutual
Funds. The examples assume that you invest $10,000 in the Class L shares of the
Funds for the time periods indicated, that your investment earns a 5% return
each year and that each Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

1 Year 3 Years 5 Years 10 Years

Prime Fund $72 $224 $390 $871
Short-Term Bond Fund $76 $236 $410 $910
Core Bond Fund $81 $252 $437 $970
Diversified Bond Fund $86 $268 $465 $1031
Balanced Fund $91 $284 $492 $1093
Core Equity Fund $85 $264 $459 $1019
Growth Equity Fund $101 $315 $548 $1215
Small Cap Value Equity Fund $95 $296 $514 $1142
Mid Cap Growth Equity Fund $104 $325 $564 $1252
Small Cap Growth Equity Fund $127 $395 $686 $1522
International Equity Fund $129 $401 $697 $1547

Since the Class L shares do not impose any shareholder fees, the figures shown
would be the same whether you sold your shares at the end of a period or kept
them.

-25-
<PAGE>

Class A Shares

This table describes the fees and expenses that you may pay if you invest in the
Class A shares of the Funds.

<TABLE>
<CAPTION>
Short-Term Core Diversified Core
Prime Bond Bond Bond Balanced Equity
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Shareholder Fees
Maximum Sales Charge
Imposed on Purchases None None None None None None
Maximum Sales Charge
Imposed on Reinvested
Dividends None None None None None None
Maximum Deferred Sales
Charge 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Exchange Fee None None None None None None
Redemption Fee None None None None None None
Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .35% .40% .48% .50% .48% .50%
Service (Rule 12b-1) Fees .25% .25% .25% .25% .25% .25%
Other Expenses .35% .34% .31% .34% .41% .33%
Total Annual Fund
Operating Expenses(1)(2)(3) .95% .99% 1.04% 1.09% 1.14% 1.08%

<CAPTION>
Small Cap Mid Cap Small Cap
Growth Value Growth Growth International
Equity Equity Equity Equity Equity
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Shareholder Fees
Maximum Sales Charge
Imposed on Purchases None None None None None
Maximum Sales Charge
Imposed on Reinvested
Dividends None None None None None
Maximum Deferred Sales
Charge 1.00% 1.00% 1.00% 1.00% 1.00%
Exchange Fee None None None None None
Redemption Fee None None None None None
Annual Fund Operating
Expenses (% of average net
assets)
Management Fees .68% .58% .70% .82% .85%
Service (Rule 12b-1) Fees .25% .25% .25% .25% .25%
Other Expenses .31% .35% .32% .42% .41%
Total Annual Fund
Operating Expenses(1)(2)(3) 1.24% 1.18% 1.27% 1.49% 1.51%
</TABLE>

(1) The expenses in the above table are based on expenses for the Prime Fund,
Short-Term Bond Fund, Core Bond Fund, Balanced Fund, Core Equity Fund, Small
Cap Value Equity Fund and International Equity Fund for the fiscal year
ended December 31, 1998, but restated to give effect to a change in the
management fees (except for International Equity Fund) and administrative
fees effective on May 3, 1999.
(2) Other expenses and Total Operating Expenses for the Diversified Bond Fund,
Growth Equity Fund, Mid Cap Growth Equity Fund and Small Cap Growth Equity
Fund are based on estimated amounts for the first fiscal year of these
Funds.
(3) Employee benefit plans which invest in the Funds through MassMutual separate
investment accounts may pay additional charges under their group annuity
contract or services agreement. Investors who purchase shares directly from
the Funds may also be subject to charges imposed in their administrative
services or other agreement with MassMutual.

-26-
<PAGE>

EXAMPLES. These examples are intended to help you compare the cost of investing
in the Class A shares of the Funds with the cost of investing in other mutual
Funds. The examples assume that you invest $10,000 in the Class A shares of the
Funds for the time periods indicated, that your investment earns a 5% return
each year and that each Fund's operating expenses remain the same. The first
example also assumes that you redeem all of your shares at the end of the
periods indicated. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years

Prime Fund $196 $400 $620 $1255
Short-Term Bond Fund $200 $413 $643 $1306
Core Bond Fund $205 $428 $670 $1365
Diversified Bond Fund $210 $444 $697 $1425
Balanced Fund $215 $460 $725 $1486
Core Equity Fund $209 $441 $692 $1413
Growth Equity Fund $225 $491 $779 $1608
Small Cap Value Equity Fund $219 $472 $746 $1535
Mid Cap Growth Equity Fund $228 $501 $796 $1644
Small Cap Growth Equity Fund $251 $570 $916 $1912
International Equity Fund $253 $577 $927 $1936

If you did not redeem your shares, you would pay the following expenses:

1 Year 3 Years 5 Years 10 Years

Prime Fund $97 $303 $525 $1166
Short-Term Bond Fund $101 $316 $548 $1218
Core Bond Fund $106 $331 $575 $1277
Diversified Bond Fund $111 $347 $603 $1338
Balanced Fund $116 $363 $631 $1400
Core Equity Fund $110 $344 $597 $1326
Growth Equity Fund $127 $395 $686 $1522
Small Cap Value Equity Fund $120 $376 $653 $1449
Mid Cap Growth Equity Fund $130 $405 $703 $1559
Small Cap Growth Equity Fund $152 $475 $824 $1829
International Equity Fund $154 $481 $835 $1854

-27-
<PAGE>

About the Investment Advisers and Sub-Advisers

MassMutual is the Funds' investment manager and is responsible for providing all
necessary investment management and administrative services. Founded in 1851,
MassMutual is a mutual life insurance company that provides a broad range of
insurance, money management, retirement and asset accumulation products and
services for individuals and businesses. MassMutual, together with its
subsidiaries, has assets of $67 billion and assets under management in excess of
$176 billion. MassMutual uses its subsidiaries, David L. Babson and Company,
Incorporated and HarbourView Asset Management Corporation to help manage certain
Funds. In 1998, MassMutual was paid an investment management fee based on a
percentage of its average daily net assets as follows: .45% for the Prime Fund,
the Short-Term Bond Fund, the Core Bond Fund, the Balanced Fund and the Core
Equity Fund; .55% for the Small Cap Value Equity Fund; and .85% for the
International Equity Fund. The Funds also pay MassMutual an administrative and
shareholder services fee at an annual rate based on a percentage of their
average daily net assets for the applicable class of shares. In 1998, the fee
ranges for each share class of those funds were .0774% to .0777% for Class S
shares; .0823% to .2875% for Class Y shares; and .4752% to .4875% for Class A
shares. The Diversified Bond Fund, the Growth Equity Fund, the Mid Cap Growth
Equity Fund and the Small Cap Growth Equity Fund were not in operation in 1998.

Mary Wilson Kibbe______________________________________________________
Principally responsible for the day-to-day management of the Prime
Fund, the Core Bond Fund, the Prime and Core Bond Segments of the
Balanced Fund and the Diversified Bond Fund. She has managed these
Funds since their inception. She has been associated with MassMutual
since 1982 and is responsible for overseeing all public fixed income
trading for MassMutual and its insurance company subsidiaries.

Ronald Desautels_______________________________________________________
Principally responsible for the day-to-day management of the Short-Term
Bond Fund. He has managed the Fund since its inception. He has 22 years
of investment experience and has been associated with MassMutual since
1989.

David L. Babson and Company Incorporated manages the investments of the Core
Equity Fund, the Small Cap Value Equity Fund and the Core Equity Segment of the
Balanced Fund. David L. Babson has provided investment advice to individual and
institutional investors for more than 50 years and manages more than $21
billion.

Walter T. McCormick____________________________________________________
Principally responsible for the day-to-day management of the Core
Equity Fund and the Core Equity Segment of the Balanced Fund. Mr.
McCormick, who has 14 years of investment experience, joined David L.
Babson in June, 1998. He began managing these Funds in July 1998. Prior
to that, he managed equity portfolios for Keystone Investments, Inc.

George M. Ulrich_______________________________________________________
Principally responsible for the day-to-day management of the Small Cap
Value Equity Fund. He has managed the Fund since its inception and has
32 years of investment experience. He joined David L. Babson in 1996
and has been associated with the MassMutual organization as a portfolio
manager since 1983.

-28-
<PAGE>

HarbourView Asset Management Corporation manages the investments of the
International Equity Fund. HarbourView Asset Management is a subsidiary of
OppenheimerFunds, Inc., which together with its subsidiaries, manages mutual
Funds with assets of more than $99 billion.

George Evans___________________________________________________________
Primarily responsible for the day-to-day management of the
International Equity Fund. Mr. Evans has managed the Fund since its
inception. He has been an officer and portfolio manager for Oppenheimer
Funds for the past five years, and prior to that was an international
equities portfolio manager/analyst for Brown Brothers, Harriman & Co.

William Wilby__________________________________________________________
A HarbourView investment professional, Mr. Wilby assists George Evans
in managing the International Equity Fund. He is a senior vice
president of Oppenheimer Funds, Inc. and has been a portfolio manager
for OppenheimerFunds for more than five years.

Massachusetts Financial Services Company manages the investments of the Growth
Equity Fund. MFS has approximately $100 billion in assets under management. MFS
is an indirect, wholly-owned subsidiary of Sun Life Assurance Company of Canada.

Christian Felipe______________________________________________________
Primarily responsible for the day-to-day management of the portfolio
of the Growth Equity Fund. Mr. Felipe has been a portfolio manager
with MFS since 1986. Mr. Felipe is a senior vice president of MFS and
manages other portfolios with similar investment objectives to the
Fund.

Miller Anderson & Sherrerd, LLP manages the investments of the Mid Cap Growth
Equity Fund. Miller Anderson & Sherrerd, LLP ("MAS") a Pennsylvania limited
liability partnership founded in 1969, is a wholly-owned indirect subsidiary
of Morgan Stanley Dean Witter & Co., and a division of Morgan Stanley Dean
Witter Investment Management. As of December 31, 1998, Morgan Stanley Dean
Witter Investment Management had in excess of $163 billion in assets under
management.

Arden Armstrong________________________________________________________
Primarily responsible for the day-to-day management of the portfolio of
the Mid Cap Growth Equity Fund. Ms. Armstrong, a managing director of
Morgan Stanley Dean Witter & Co., joined Miller Anderson & Sherrerd,
LLP in 1986. She joined the Mid Cap Growth management team in 1990.

David P. Chu___________________________________________________________
A vice president of Morgan Stanley Dean Witter & Co., Mr. Chu assists
Ms. Armstrong in the day-to-day management of the Mid Cap Growth Fund.
Mr. Chu joined Miller Anderson & Sherrerd, LLP and the Mid Cap Growth
management team in 1998. He served as senior equity analyst from 1992
to 1997 and as co-portfolio manager in 1997 for NationsBank and its
subsidiary TradeStreet Investment Associates.

-29-
<PAGE>

J.P. Morgan Investment Management Inc. manages 50% of the portfolio of the Small
Cap Growth Equity Fund. J.P. Morgan manages over $300 billion in assets, and $65
billion in U.S. equity assets.

Candice Eggerss_______________________________________________________
Primarily responsible for the day-to-day management of the
portfolio of the Small Cap Growth Equity Fund. Ms. Eggerss has been
with J.P. Morgan since May of 1996 as a member of the U.S. small
company portfolio management team, and from June of 1993 to May of
1996 held a similar position with Weiss, Peck and Greer. Ms. Eggerss
is a vice president of J.P. Morgan and manages other portfolios for
J.P. Morgan with similar investment objectives to the Fund.

Saira Malik___________________________________________________________
A J.P. Morgan professional, Ms. Malik assists Ms. Eggerss with the
day-to-day management of the portfolio of the Small Cap Growth Equity
Fund. Ms. Malik has been with J.P. Morgan since July of 1995 as a
small company equity analyst and portfolio manager after graduating
from the University of Wisconsin with an M.S. in finance. Ms. Malik is
a vice president of J.P. Morgan and manages or assists with managing
other portfolios for J.P. Morgan with similar investment objectives to
the Fund.

Waddell & Reed Investment Management Company manages 50% of the portfolio of the
Small Cap Growth Equity Fund. Waddell & Reed has approximately $27 billion in
assets under management, including approximately $3.4 billion in institutional
assets.

Mark Seferovich, CFA___________________________________________________
Primarily responsible for the day-to-day management of the portfolio of
the Small Cap Growth Equity Fund. Mr. Seferovich is a senior vice
president of Waddell & Reed and the lead portfolio manager of its small
cap style. He joined Waddell & Reed in February 1989 as manager of
small capitalization growth equity funds. From 1982 to 1988 he was a
portfolio manager for Security Management Company and prior to that was
security analyst/portfolio manager with Reimer & Koger Associates.

Grant Sarris__________________________________________________________
A vice president and portfolio manager for Waddell & Reed, Mr. Sarris
assists Mr. Seferovich in the day-to-day management of the portfolio
of the Small Cap Growth Equity Fund. He joined Waddell & Reed in 1991
as an investment analyst. In 1996 he was named assistant portfolio
manager of the small capitalization growth equity style. Prior to
joining Waddell & Reed, he was an intern with Shin-Nihon Kohan, Ltd. in
Tokyo.

-30-
<PAGE>

About the Classes of Shares

The Funds offers four classes of shares: Class S, Class Y, Class L and Class A.
Each class of a Fund's shares invests in the same portfolio of securities but
has different expenses and will likely have different share prices. All classes
of shares are available for purchase by MassMutual separate investment accounts.
Each class of shares of the Funds may also be purchased by the following
Eligible Purchasers:

Class S Shares

Eligible Purchasers. Class S shares may be purchased by:

. Qualified plans under Section 401(a) of the Internal Revenue Code of 1986,
Code Section 403(b) plans, Code Section 457 plans and other retirement
plans, where plan assets of the employer generally or are expected to exceed
$100 million; and
. Other institutional investors with assets generally in excess of $100
million.

These Investors must have an agreement with MassMutual or a MassMutual affiliate
to purchase Class S Shares.

Shareholder and Distribution Fees. Class S shares of each Fund are purchased
directly from the Trust without a front-end sales charge. Therefore, 100% of an
Investor's money is invested in the Fund or Funds of its choice. Class S shares
do not have deferred sales charges or any distribution or services fees.

Class Y Shares

Eligible Purchasers. Class Y shares may be purchased by:

. Non-qualified deferred compensation plans where the employer sponsor has an
administrative services agreement with MassMutual or a MassMutual affiliate
to administer the plan;
. Insurance company separate investment accounts and registered mutual funds;
. Qualified plans under Code Section 401(a), Code Section 403(b) plans, Code
Section 457 plans and other retirement plans, where plan assets of the
employer generally or are expected to exceed $5 million; and
. Other institutional investors with assets generally in excess of $5 million.

These Investors must have an agreement with MassMutual or a MassMutual affiliate
to purchase Class Y Shares.

Shareholder and Distribution Fees. The Class Y shares are 100% no load, so you
pay no fees (sales loads) when you buy or sell Class Y shares. Therefore, all of
your money is invested in the Fund or Funds of your choice.
Class Y shares do not have any Rule 12b-1 distribution or service fees.

Class L Shares

Eligible Purchasers. Class L shares may be purchased by:

. Non-qualified deferred compensation plans where the employer sponsor has an
administrative services agreement with MassMutual or a MassMutual affiliate
to administer the plan;
. Qualified plans under Code Section 401(a), Code Section 403(b) plans, Code
Section 457 plans, and other retirement plans, where plan assets of the
employer generally or are expected to exceed $1 million; and
. Other institutional investors with assets generally in excess of $1
million.

These Investors must have an agreement with MassMutual or a MassMutual affiliate
to purchase Class L Shares. Class L shares are generally sold in connection with
the use of an intermediary performing third party administration and other
shareholder services.

Shareholder and Distribution Fees. Class L shares of each Fund are purchased
directly from

-31-
<PAGE>

the Trust without a front-end sales charge. Therefore, 100% of an Investor's
money is invested in the Fund or Funds of its choice. Class L shares do not have
deferred sales charges or any Rule 12b-1 distribution or service fees.

Class A Shares

Eligible Purchasers. Class A shares may be purchased by:

. Qualified plans under Code Section 401(a), Code Section 403(b) plans, Code
Section 457 plans and other retirement plans;
. Individual retirement accounts described in Code Section 408;
. Other institutional investors, nonqualified deferred compensation plans and
voluntary employees' beneficiary associations described in Code Section
501(c)(9).

These Investors must have an agreement with MassMutual or a MassMutual affiliate
to purchase Class A Shares. There is no minimum plan or institutional investor
size to purchase Class A shares.

Class A shares may be offered to present or former officers, directors,
trustees, and employees (and their spouse, parents, children and siblings) of
the Funds, MassMutual and its affiliates and retirement plans

Contingent Deferred Sales Charge. Class A shares are sold at net asset value per
share without an initial sales charge. However, if you redeem any Class A shares
within 12 months of the date on which you first purchased any Class A shares, a
contingent deferred sales charge may be deducted from the redemption proceeds.
If imposed, the contingent deferred sales charge will be 1% of the lesser of:
(1) the net asset value of the redeemed shares (excluding shares purchased by
reinvestment of dividends or capital gain distributions); and (2) the original
net asset value of the redeemed shares.

In determining whether the contingent deferred sales charge is payable, a Fund
will first redeem Class A 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. The contingent deferred
sales charge will not exceed the aggregate commissions paid on account of all
Class A shares that you purchased subject to the contingent deferred sales
charge. The Class A contingent deferred sales charge will be used directly or
indirectly to reimburse MassMutual or its affiliates for compensation paid to
registered representatives as described under "Service (Rule 12b-1) Fees."

There is no Class A Contingent Deferred Sales Charge when you exchange Class A
shares of one Fund for the Class A shares of another Fund. The Class A
Contingent Deferred Sales Charge will be waived in those cases described in the
Funds' Statement of Additional Information.

Service (Rule 12b-1) Fees. The Funds have adopted Rule 12b-1 Plans that allow
the Class A shares of each Fund to 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
Funds pay this service fee to MassMutual, and MassMutual may pay all or a
portion of the fee to brokers and other financial intermediaries, including the
Funds' Distributor or Sub-Distributor, for personal services rendered to Class A
shareholders and/or maintenance of Class A shareholder accounts.

Because these fees are paid out of a Fund's assets on an on-going basis, over
time these fees will increase the costs of your investment in the Class A shares
and may cost you more than other types of sales charges.

Compensation for Selling Shares

Compensation for Selling Shares and for Services

MassMutual may directly, or through the Distributor or Sub-Distributor, pay cash
compensation to persons who sell, or provide services on behalf of, Class L or
Class Y shares. This compensation is paid by MassMutual, not from Fund assets.
MassMutual may pay intermediaries up to .15% of the amount invested for the sale
of Class L shares, as compensation for performing third party administration and
other shareholder services. MassMutual may also pay intermediaries up to .15% of
the amount invested for the sale or servicing of Class Y shares. The payments
for selling Class L or Class Y shares will be based on criteria established by
MassMutual. Compensation paid to brokers or other intermediaries for selling
Class A shares is described above under "Service (Rule 12b-1) Fees". For sales
of Class L or Class Y shares in connection with nonqualified deferred
compensation plans where the employer sponsor has an administrative services
agreement with MassMutual or its affiliate, additional compensation may be paid
as determined by MassMutual from time to time according to established criteria.
As of the date of this Prospectus, aggregate annual compensation in such cases
does not exceed .50%. Annual compensation paid on account of Class A, Class L or
Class Y shares will be paid quarterly, in arrears.

The Funds may pay brokerage commissions to Advest, Inc. ("Advest") and Jefferies
& Co., Inc. ("Jefferies"). Jefferies and Advest are each wholly-owned
subsidiaries of companies for which one Trustee serves as director.

-32-

<PAGE>

Investing In The Funds

Buying, Redeeming and Exchanging Shares

The Funds sell their shares at a price equal to their net asset value (NAV). The
Funds' generally determine their NAV at 4:00 p.m. Eastern standard time every
day the New York Stock Exchange is open. Your purchase order will be priced at
the next net asset value calculated after the transfer agent accepts your
purchase order. The Funds will suspend selling their shares during any period
when the determination of NAV is suspended. The Funds can reject any purchase
order and can suspend purchases if it is in their best interest.

The Funds redeem their shares at their next NAV computed after the Funds'
transfer agent receives your redemption request. If the Class A contingent
deferred sales charge applies, it will be deducted from the amount you receive.
You will usually receive payment for your shares within 7 days after the
transfer agent receives your written redemption request. If, however, you
request redemption of shares recently purchased by check, you may not receive
payment until the check has been collected, which may take up to 15 days from
receipt of the check. The Funds can also suspend or postpone payment, when
permitted by applicable law and regulations.

You can exchange shares of one Fund for the same class of shares of another
Fund. An exchange is treated as a sale of shares in one Fund, and a purchase of
shares in another Fund at the NAV next determined after the transfer agent
received the exchange request. Your right to exchange shares is subject to
applicable regulatory requirements or contractual obligations. The Funds may
limit or refuse exchanges, if, in the opinion of MassMutual:

. you have engaged in excessive trading;
. a Fund receives or expects simultaneous orders affecting significant
portions of the Fund's assets;
. a pattern of exchanges occurs which
coincides with a market timing strategy which may be disruptive to the
Fund; or
. the Fund would be unable to invest the Funds effectively based on its
investment objectives and policies, or if the Fund would be adversely
affected.

The Funds reserve the right to modify or terminate the exchange privilege on 60
days written notice.

The Funds do not accept purchase, redemption or exchange orders or compute their
NAVs on days when the NYSE is closed. This includes: weekends, Good Friday and
all federal holidays other than Columbus Day and Veterans Day. Certain foreign
markets may be open on days when the Funds do not accept orders or price their
shares. As a result, the NAV of a Fund's shares may change on days when you will
not be able to buy or sell shares.

Determining Net Asset Value

We calculate the net asset value of each class of shares of each Fund
separately. The net asset value (closing price) for shares of a class of a Fund
is determined by adding the current value of all of the Fund's assets
attributable to that Class, subtracting the liabilities attributable to that
class and then dividing the resulting number by the total outstanding shares of
the class.

Each Fund's assets are valued based on market value of the Fund's total
portfolio. The Fund's valuation methods are defined in the Statement of
Additional Information.

-33-
<PAGE>

How to Invest

When you buy shares of the Fund through an agreement with MassMutual, your
agreement will describe how you need to submit buy, sell and exchange orders.
Purchase orders must be accompanied by sufficient Funds. You can pay by check or
Federal Funds wire transfer. You must submit any buy, sell or exchange orders in
"good form" as described in your agreement.

Taxation and Distributions

Each Fund intends to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code. As a regulated investment company, a
Fund will not be subject to Federal income taxes on its ordinary income and net
realized capital gain distributed to its shareholders. In general, a Fund that
fails to distribute at least 98% of such income and gain in the calendar year in
which earned will be subject to a 4% excise tax on the undistributed amount.
Many investors, including most tax qualified plan investors, may be eligible for
preferential federal income tax treatment on distributions received from a Fund
and dispositions of Fund shares. This Prospectus does not attempt to describe in
any respect such preferential tax treatment. Any prospective investor that is a
trust or other entity eligible for special tax treatment under the Code that is
considering purchasing shares of a Fund, including either directly or indirectly
through a life insurance company separate investment account, should consult its
tax advisers about the federal, state, local and foreign tax consequences
particular to it, as should persons considering whether to have amounts held for
their benefit by such trusts or other entities investing in shares of a 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 gains (i.e. gains from
capital assets held for one year or less) are taxable to the shareholder as
ordinary income whether received in cash or additional shares. Certain
designated dividends may be eligible for the dividends-received deduction for
corporate shareholders. Designated capital gain dividends (relating to gains
from capital assets held for more than one year) are taxable as long-term
capital gains in the hands of the investor whether distributed in cash or
additional shares and regardless of how long the investor has owned shares of
the Fund. The nature of each Fund's distributions will be affected by its
investment strategies. A Fund whose investment return consists largely of
interest, dividends and capital gains from short-term holdings will distribute
largely ordinary income. A Fund whose return comes largely from the sale of
long-term holdings will distribute largely capital gain dividends. Distributions
are taxable to a shareholder even though they are paid from income or gains
earned by a Fund prior to the shareholder's investment and thus were included in
the NAV paid by the shareholder.

Any gain resulting from the exchange or redemption of an investor's shares in a
Fund will generally be subject to tax. A loss incurred with respect to shares of
a Fund held for six months or less will be treated as a long-term capital loss
to the extent of capital gains dividend with respect to such shares.

The Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would be
decreased. Shareholders of the Funds other than the International Equity Fund
generally will not be entitled to claim a credit or deduction with respect to
foreign taxes. Shareholders of the International Equity Fund however, may be
entitled to claim a credit or deduction with respect to foreign taxes. In
addition, the Fund's investments in foreign securities or foreign currencies may
increase or accelerate the Fund's recognition of ordinary income and may affect
the timing or amount of the Fund's distributions.

Shareholders should consult their tax adviser for more information on their own
tax situation, including possible state, local and foreign taxes.

-34-
<PAGE>

Investment Performance

The registration statement for the Prime Fund, Short-Term Bond Fund, Core Bond
Fund, Balanced Fund, Core Equity Fund, Small Cap Value Equity Fund and
International Equity Fund became effective, and those Funds commenced
operations, on October 3, 1994. Those Funds were the successors to seven
separate investment accounts of MassMutual having corresponding investment
objectives, policies and limitations. Class S shares of the Funds were exchanged
for the assets of the separate investment accounts, and while the separate
investment accounts continue to exist, their assets consist solely of Class S
shares of the corresponding Funds. Except for the seed capital provided by
MassMutual, each Fund's portfolio of investments on October 3, 1994 was the same
as the portfolio of the corresponding separate investment account immediately
prior to the transfer.

The quoted performance data in this Prospectus for those funds includes the
performance of the separate investment accounts for periods before the
Registration Statement became effective on October 3, 1994. The separate
investment accounts were not registered under the Investment Company Act of 1940
and thus were not subject to certain investment restrictions that are imposed by
this Act. If the separate investment accounts had been registered under the
Investment Company Act, their performance might have been adversely affected.
The historical performance of the separate investment accounts have been
restated to reflect the Funds' expenses, as described in the Fees and Expenses
section of the prospectus.

Performance data shown for the Growth Equity Fund is based on a composite of all
other portfolios managed by MFS, the Fund's Sub-Adviser, adjusted to reflect the
fees and expenses of each of the Fund's share classes. Some of these portfolios
are mutual funds registered with the SEC, and some are private accounts. All the
portfolios have substantially the same investment objectives and policies and
are managed in accordance with essentially the same investment strategies and
techniques as those of the Fund. However, the private account portfolios are not
registered with the SEC and therefore are not subject to the limitations,
diversification requirements and other restrictions which the Fund, as a
registered mutual fund, will be subject to. The performance of the private
accounts may have been adversely affected if they had been registered with the
SEC.

Set forth below is the composite annual performance and average annual total
returns for MFS, without considering investment management, administrative or
custody fees:

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
36.44% -4.26% 48.61% 7.22% 15.28%
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
-6.05% 29.25% 23.76% 49.22% 41.62%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
41.62% 37.77% 26.00% 22.52%

Performance data shown for the Mid Cap Growth Equity Fund is based on the
performance of a mutual fund managed by Miller Anderson & Sherrerd, LLP, the
Fund's Sub-Adviser, adjusted to reflect the fees and expenses of each of the
Fund's share classes. This mutual fund is registered with the SEC and has
substantially the same investment objective and policies, is managed in
accordance with essentially the same investment strategies and techniques as
those of the Fund, and represents the Mid Cap Growth Strategy for this Sub-
Adviser.

Set forth below is the composite annual performance and average annual total
returns for Miller Anderson & Sherrerd, LLP, without considering investment
management, administrative or custody fees:

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
N/A N/A 60.3% 3.51% 18.92%
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
-4.81% 37.04% 19.49% 33.91% 38.18%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
38.18% 30.28% 23.60% N/A

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<PAGE>

Performance data shown for the Small Cap Growth Equity Fund is based on an
equally-weighted average of the composite portfolios of each of the Fund's
Sub-Advisers. However, the composite performance of Waddell & Reed has been used
for the period prior to when J.P. Morgan managed accounts with an investment
objective, strategy and policies substantially similar to the Small Cap Growth
Equity Fund. The J.P. Morgan portion is based on the historical performance of
all discretionary investment management accounts under the management of the
Sub-Adviser with substantially similar investment objectives and policies as the
Fund, adjusted to reflect the fees and expenses of each of the Fund's share
classes. Some of these portfolios are mutual funds registered with the SEC, and
some are private accounts. The private account portfolios are not registered
with the SEC and therefore are not subject to the limitations, diversification
requirements and other restrictions which the Fund, as a registered mutual fund,
will be subject to. The performance of the private accounts may have been
adversely affected if they had been registered with the SEC.

Set forth below is the composite annual performance and average annual total
returns for J.P. Morgan, without considering investment management,
administrative or custody fees:

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
N/A N/A N/A N/A N/A
1994 1995 1996 1997 1998
N/A 43.24% 25.34% 30.19% 2.14%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
2.14% 18.56% N/A N/A

From January 1, 1996, the Waddell & Reed portion is based on a composite of
accounts it manages with substantially similar investment objectives and
policies as the Fund, adjusted to reflect the fees and expenses of each of the
Fund's share classes. From inception of the Sub-Adviser's Small Cap Composite on
4/1/89 through 12/31/95, performance is based on data of Small Cap style mutual
fund portfolios managed by the Sub-Adviser. The private account portfolios are
not registered with the SEC and therefore are not subject to the limitations,
diversification requirements and other restrictions which the Fund, as a
registered mutual fund, will be subject to. The performance of the private
accounts may have been adversely affected if they had been registered with the
SEC.

Set forth below is the composite annual performance and average annual total
returns for Waddell & Reed, without considering investment management,
administrative or custody fees:

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
N/A 3.34% 90.46% 5.75% 12.35%
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
13.2% 35.33% 7.81% 38.06% 56.1%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
56.10% 32.45% 28.91% N/A

Composite performance for each of the Sub-Adviser's portfolios is provided
solely to illustrate that Sub-Adviser's performance in managing portfolios with
investment objectives similar to the applicable Fund. Such performance is not
indicative of future rates of return. Prior performance of the Sub-Advisers is
no indication of future performance of any of the Funds.

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<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by __________________________________, whose
report, along with the Funds' financial statements, are included in the SAI or
Annual Report, which is available on request.

[Insert Financial Highlight Tables Here]

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<PAGE>

APPENDIX
ADDITIONAL INVESTMENT POLICIES
AND RISK CONSIDERATIONS

The Funds may invest in a wide range of investments and engage in various
investment-related transactions and practices. These practices are pursuant to
non-Fundamental policies and therefore may be changed by the Board of Trustees
without the consent of shareholders. Some of the more significant practices and
some associated risks are discussed below.

Euro Risk

The International Equity Fund and, to a lesser extent, the other Funds,
including the Growth Equity Fund, may be subject to an additional risk regarding
their foreign securities holdings. On January 1, 1999, eleven countries in the
European Monetary Union adopted the euro as their official currency. However,
their current currencies (for example, the franc, the mark and the lire) will
also continue in use until January 1, 2002. After that date, it is expected that
only the euro will be used in those countries. A common currency is expected to
confer some benefits in those markets, by consolidating the government debt
market for those countries and reducing some currency risks and costs. But the
conversion to the new currency will affect the Funds operationally and also has
potential risks, some of which are listed below. Among other things, the
conversion will affect:

. Issuers in which the Funds invest, because of changes in the competitive
environment from a consolidated currency market and greater operational
costs from converting to the new currency. This might depress stock values.

. Vendors the Funds depend on to carry out their business, such as custodians
(which hold the foreign securities the Funds buy), the Fund's managers and
Sub-Advisers (which must price the Funds' investments to deal with the
conversion to the euro) and brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in
settlements and additional costs to the Funds.

. Exchange contracts and derivatives that are outstanding during the
transition to the euro. The lack of currency rate calculations between the
affected currencies and the need to update the Funds' contracts could pose
extra costs to the Funds.

The Sub-Adviser to the International Equity Fund is upgrading (at its expense)
its computer and bookkeeping systems to deal with the conversion. The Funds'
custodian has advised MassMutual of its plans to deal with the conversion
including how it will update its recordkeeping systems and handle the
redenomination of outstanding foreign debt. The possible effect of these factors
on the Funds' investments cannot be determined at this time, but they may reduce
the value of some of the Funds' holdings and increase their operational costs.

Year 2000 Issue

Like other businesses and governments around the world, the Funds could be
adversely affected if the computer systems used by the Funds' service providers
and those with which they do business do not properly recognize the year 2000.
This is commonly known as the "Year 2000 issue." In 1996, MassMutual began an
enterprise-wide process of identifying, evaluating and implementing changes to
its computer systems to address the Year 2000 issue. MassMutual is addressing
the Year 2000 issue internally with modifications to existing programs and
conversions to new programs. MassMutual has advised the Funds that the Year 2000
issue is one of MassMutual's highest business operational priorities. MassMutual
is also seeking assurances from the Funds' other service providers, including
the Sub-Advisers, and others with which MassMutual and the Funds conduct
business in order to identify and resolve Year 2000 issues. In

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<PAGE>

addition, because the Year 2000 issue affects virtually all organizations, the
companies in which the Funds invest could be adversely impacted by the Year 2000
issue. The extent of such impact cannot be predicted.

Repurchase Agreements and Reverse Repurchase Agreements

Each Fund may engage in repurchase agreements and reverse repurchase agreements.
A repurchase agreement is a contract pursuant to which a Fund agrees to purchase
a security and simultaneously agrees to resell it at an agreed-upon price at a
stated time, thereby determining the yield during the Fund's holding period. A
reverse repurchase agreement is a contract pursuant to which a Fund agrees to
sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. The Statement of Additional Information provides a
detailed description of repurchase agreements, reverse repurchase agreements and
related risks.

Securities Lending

Each Fund may seek additional income by making loans of portfolio securities of
not more than 33% of its total assets taken at current value. Although lending
portfolio securities may involve the risk of delay in recovery of the securities
loaned or possible loss of rights in the collateral should the borrower fail
financially, loans will be made only to borrowers deemed by MassMutual and the
Fund's Sub-Adviser to be in good standing.

Under applicable regulatory requirements and securities lending agreements
(which are subject to change), the loan collateral received by a Fund when it
lends portfolio securities must, on each business day, be at least equal to the
value of the loaned securities. Cash collateral received by a Fund will be
reinvested by the Fund's securities lending agent in high quality, short term
instruments, including bank obligations, U.S. Government Securities, repurchase
agreements, money market Funds and U.S. dollar denominated corporate instruments
with an effective maturity of one-year or less, including variable rate and
floating rate securities, insurance company Funding agreements and asset-backed
securities. All investments of cash collateral by a Fund are for the account and
risk of that Fund.

Hedging Instruments and Derivatives

Each Fund may buy or sell forward contracts and other similar instruments and
may engage in foreign currency transactions (collectively referred to as
"hedging instruments" or "derivatives"), as more fully discussed in the
Statement of Additional Information.

The portfolio managers may normally use derivatives:

. to protect against possible declines in the market value of a Fund's
portfolio resulting from downward trends in the markets (for example, in
the debt securities markets generally due to increasing interest rates);

. to protect a Fund's unrealized gains or limit its unrealized losses; and

. to manage a Fund's exposure to changing securities prices.

Our portfolio managers may also use derivatives to establish a position in the
debt or equity securities markets as a temporary substitute for purchasing or
selling particular securities and to manage the effective maturity or duration
of fixed income securities in a Fund's portfolio.

(1) Forward Contracts - Each Fund may purchase or sell securities on a "when
issued" or delayed delivery basis or may purchase or sell securities on a
forward commitment basis ("forward contracts"). When such transactions are
negotiated, the price is fixed at the time of commitment, but delivery and
payment for the securities can take place a month or more after the
commitment date. The securities so purchased or sold are subject to market
fluctuations and no interest accrues to the purchaser during this period.
While a Fund

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<PAGE>

also may enter into forward contracts with the initial intention of
acquiring securities for its portfolio, it may dispose of a commitment
prior to settlement if MassMutual or the Fund's Sub-Adviser deems it
appropriate to do so.

(2) Currency Transactions - The International Equity Fund may, but will not
necessarily, engage in foreign currency transactions with counterparties in
order to hedge the value of portfolio holdings denominated in particular
currencies against fluctuations in relative value. The Short-Term Bond
Fund, the Core Bond Fund, the Core Bond Segment of the Balanced Fund and
the Diversified Bond Fund may invest in foreign securities that are not
denominated in U.S. dollars only if the Fund contemporaneously enters into
a foreign currency transaction to hedge the currency risk associated with
the particular foreign security.

Certain limitations apply to the use of forward contracts by the Funds. For
example, a Fund will not enter into a forward contract if as a result more than
25% of its total assets would be held in a segregated account covering such
contracts. For more information about forward contracts and currency
transactions and the extent to which tax considerations may limit a Fund's use
of such instruments, see the SAI.

There can be no assurance that the use of hedging instruments and derivatives by
a Fund will assist it in achieving its investment objective. Risks inherent in
the use of these instruments include the following:

. the risk that interest rates and securities prices will not move in the
direction anticipated;

. the imperfect correlation between the prices of a forward contract and the
price of the securities being hedged; and

. the Fund's portfolio manager may not have the skills needed to manage these
strategies.

Therefore, there is no assurance that hedging instruments and derivatives will
assist the Fund in achieving its investment objective. As to forward contracts,
the risk exists that the counterparty to the transaction will be incapable of
meeting its commitment, in which case the desired hedging protection may not be
obtained and the Fund may be exposed to risk of loss. As to currency
transactions, risks exist that purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by governments
which could result in losses to the Fund if it is unable to deliver or receive
currency or Funds in settlement of obligations. It also could cause hedges it
has entered into to be rendered useless, resulting in full currency exposure as
well as incurring transaction costs.

Restricted and Illiquid Securities

None of the Funds currently expects to invest in restricted or illiquid
securities. However, each Fund may invest not more than 15% of its net assets in
illiquid securities. These policies do not limit the purchase of securities
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, provided that such securities are
determined to be liquid by the Fund or its advisor or Sub-Adviser pursuant to
Board-approved guidelines. If there is a lack of trading interest in particular
Rule 144A securities, a Fund's holdings of those securities may be illiquid,
resulting in the possibility of undesirable delays in selling these securities
at prices representing fair value.

Foreign Securities

Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers, such as the opportunity to
invest in foreign issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different from those
of the United States or foreign stock markets that do not move in a manner
parallel to U.S. markets,

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<PAGE>

thereby diversifying risks of fluctuations in portfolio value.

Investments in foreign securities, however, entail certain risks, such as: the
imposition of dividend or interest withholding or confiscatory taxes; currency
blockages or transfer restrictions; expropriation, nationalization, military
coups or other adverse political or economic developments; less government
supervision and regulation of securities exchanges, brokers and listed
companies; and the difficulty of enforcing obligations in other countries.
Certain markets may require payment for securities before delivery. A Fund's
ability and decision to purchase and sell portfolio securities may be affected
by laws or regulations relating to the convertibility of currencies and
repatriation of assets. Further, it may be more difficult for a Fund's agents to
keep currently informed about corporate actions which may affect the prices of
portfolio securities. Communications between the United States and foreign
countries may be less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities.

Portfolio Management

The Fund's advisor and Sub-Advisers may use trading as a means of managing the
portfolios of the Funds in seeking to achieve their investment objectives.
Transactions will occur when MassMutual or Sub-Advisers believes that the trade,
net of transaction costs, will improve interest income or capital appreciation
potential, or will lessen capital loss potential. Whether the goals discussed
above will be achieved through trading depends on the manager's or Sub-Adviser's
ability to evaluate particular securities and anticipate relevant market
factors, including interest rate trends and variations from such trends. If such
evaluations and expectations prove to be incorrect, a Fund's income or capital
appreciation could fall and its capital losses could increase. In addition, high
portfolio turnover in any Fund can result in additional brokerage commissions to
be paid by the Fund.

Cash Positions

Each Fund may hold cash or cash equivalents to provide for expenses and
anticipated redemption payments and so that an orderly investment program may be
carried out in accordance with the Fund's investment policies. To provide
liquidity or for temporary defensive purposes, each Fund may invest in
investment grade debt securities, government obligations, or money market
instruments.

Industry Diversification

As a general rule, a Fund will not acquire securities of issuers in any one
industry (as determined by the Board of Trustees) if as a result more than 25%
of the value of the total assets of the Fund would be invested in such industry,
with the following exceptions:

(1) There is no limitation for U.S. Government Securities.

(2) In the case of the Prime Fund and the Short-Term Bond Fund, there is no
industry concentration limitation for certificates of deposit and bankers'
acceptances.

Mortgage-Backed U.S. Government Securities and CMOs

The Funds may invest in mortgage-backed U.S. Government Securities and
collateralized mortgage obligations ("CMOs"). These securities represent
participation interests in pools of residential mortgage loans made by lenders
such as banks and savings and loan associations. The pools are assembled for
sale to investors (such as the Funds) by government agencies and also, in the
case of CMOs, by private issuers, which issue or guarantee the securities
relating to the pool. Such securities differ from conventional debt securities
which generally provide for periodic payment of interest in fixed or
determinable amounts (usually semi-annually) with principal payments at maturity
or specified call dates. Some mortgage-backed U.S. Government Securities in
which a Fund may invest may be backed by the

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<PAGE>

full faith and credit of the U.S. Treasury (e.g., direct pass-through
certificates of Government National Mortgage Association); some are supported by
the right of the issuer to borrow from the U.S. Government (e.g., obligations of
Federal Home Loan Mortgage Corporation); and some are backed by only the credit
of the issuer itself (e.g., Federal National Mortgage Association). Those
guarantees do not extend to the value or yield of the mortgage-backed securities
themselves or to the net asset value of a Fund's shares. These government
agencies may also issue derivative mortgage backed securities such as CMOs.

The expected yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans. The actual life of any
particular pool will be shortened by any unscheduled or early payments of
principal. Principal prepayments generally result from the sale of the
underlying property or the refinancing or foreclosure of underlying mortgages.
The occurrence of prepayments is affected by a wide range of economic,
demographic and social factors and, accordingly, it is not possible to predict
accurately the average life of a particular pool. Yield on such pools is usually
computed by using the historical record of prepayments for that pool, or, in the
case of newly-issued mortgages, the prepayment history of similar pools. The
actual prepayment experience of a pool of mortgage loans may cause the yield
realized by a Fund to differ from the yield calculated on the basis of the
expected average life of the pool.

Prepayments tend to increase during periods of falling interest rates, while
during periods of rising interest rates prepayments may likely decline. When
prevailing interest rates rise, the value of a pass-through security may
decrease as do the values of other debt securities, but, when prevailing
interest rates decline, the value of a pass-through security is not likely to
rise to the extent that the values of other debt securities rise, because of the
risk of prepayment. A Fund's reinvestment of scheduled principal payments and
unscheduled prepayments it receives may occur at times when available
investments offer higher or lower rates than the original investment, thus
affecting the yield of the Fund. Monthly interest payments received by the Fund
have a compounding effect which may increase the yield to the Fund more than
debt obligations that pay interest semi-annually. Because of these factors,
mortgage-backed securities may be less effective than Treasury bonds of similar
maturity at maintaining yields during periods of declining interest rates. A
Fund may purchase mortgage-backed securities at a premium or at a discount.
Accelerated prepayments adversely affect yields for pass-through securities
purchased at a premium (i.e., at a price in excess of their principal amount)
and may involve additional risk of loss of principal because the premium may not
have been fully amortized at the time the obligation is repaid. The opposite is
true for pass-through securities purchased at a discount.

Asset-Backed Securities

These securities, issued by trusts and special purpose entities, are backed by
pools of assets, such as automobile and credit-card receivables and home equity
loans, which pass through the payments on the underlying obligations to the
security holders (less servicing fees paid to the originator or fees for any
credit enhancement). The value of an asset-backed security is affected by
changes in the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans, or the financial institution providing any credit enhancement, and is
also affected if any credit enhancement has been exhausted. Payments of
principal and interest passed through to holders of asset-backed securities are
typically supported by some form of credit enhancement, such as a letter of
credit, surety bond, limited guarantee by another entity or by having a priority
to certain of the borrower's other assets. The degree of credit enhancement
varies, and generally applies to only a fraction of the asset-backed security's
par value until exhausted. If the credit enhancement of an asset-backed security
held by a Fund has been exhausted, and if any required payments of principal and
interest are not made with respect

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<PAGE>

to the underlying loans, the Fund may experience losses or delays in receiving
payment.

The risks of investing in asset-backed securities are ultimately dependent upon
payment of consumer loans by the individual borrowers. As a purchaser of an
asset-backed security, the Funds would generally have no recourse to the entity
that originated the loans in the event of default by a borrower. The underlying
loans are subject to prepayments, which shorten the weighted average life of
asset-backed securities and may lower their return, in the same manner as
described above for prepayments of a pool of mortgage loans underlying
mortgage-backed securities. However, asset-backed securities do not have the
benefit of the same security interest in the underlying collateral as do
mortgage-backed securities.

Roll Transactions

Certain Debt Securities

While the Funds, except for the Prime Fund, may invest in investment grade debt
securities that are rated in the fourth highest rating category by at least one
nationally recognized statistical rating organization (e.g., Baa3 by Moody's)
or, if unrated, are judged by MassMutual to be of equivalent quality, such
securities have speculative characteristics, are subject to greater credit risk,
and may be subject to greater market risk than higher rated investment grade
securities.

When Issued Securities

The Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth
Equity Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis, which means securities will be delivered to the Fund at a
future date beyond the settlement date. A Fund will not have to pay for
securities until they are delivered. While waiting for delivery of the
securities, the Fund will segregate sufficient liquid assets to cover its
commitments. Although the Funds do not intend to make such purchases for
speculative purposes, there are risks related to liquidity and market
fluctuations prior to the Fund taking delivery.

Options and Futures Contracts

The Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth
Equity Fund may engage in options transactions, such as writing covered put and
call options on securities and purchasing put and call options on securities.
These strategies are designed to increase a Fund's portfolio return, or to
protect the value of the portfolio, by offsetting a decline in portfolio value
through the options purchased. Writing options, however, can only constitute a
partial hedge, up to the amount of the premium, and due to transaction costs.

These Funds may also write covered call and put options and purchase call and
put options on stock indices in order to increase portfolio income or to
protect the Fund against declines in the value of portfolio securities. In
addition, these Funds and the International Equity Fund may also purchase and
write options on foreign currencies to protect against declines in the dollar
value of portfolio securities and against increases in the dollar cost of
securities to be acquired.

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<PAGE>

The Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth
Equity Fund may also enter into stock index futures contracts. These Funds and
the International Equity Fund may enter into foreign currency futures contracts.
These transactions are hedging strategies. They are designed to protect a Fund's
current or intended investments from the effects of changes in exchange rates or
market declines. A Fund will incur brokerage fees when it purchases and sells
futures contracts. Futures contracts entail risk of loss in portfolio value, if
the Sub-Adviser is incorrect in anticipating the direction of exchange rates or
the securities markets.

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

While these strategies will generally be used by a Fund for hedging purposes,
there are risks. For example, the Sub-Adviser may incorrectly forecast the
direction of exchange rates or of the underlying securities index or markets.
When these hedging transactions are unsuccessful, the Fund may experience
losses. When a Fund enters into these transactions to increase portfolio value
(i.e., other than for hedging purposes), there is a liquidity risk that no
market will arise for resale and the Fund could also experience losses. Options
and Futures Contracts strategies and risks are described more fully in the
Statement of Additional Information.

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<PAGE>

MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111

Learning More About the Funds

You can learn more about the Funds by reading the Funds' Annual and Semiannual
Reports and the Statement of Additional Information (SAI). This information is
available free upon request. In the Annual and Semiannual Reports, you will find
a discussion of market conditions and investment strategies that significantly
affected each Fund's performance during the period covered by the Report and a
listing of portfolio securities. The SAI will provide you more detail regarding
the organization and operation of the Funds, including their investment
strategies. The SAI is incorporated by reference into this Prospectus and is
therefore legally considered a part of this Prospectus.

How to Obtain Information

From MassMutual Institutional Funds: You may request information about the Funds
(including the Annual/Semiannual Reports and the SAI) or make shareholder
inquiries by calling 1-800-[ ] or by writing MassMutual Institutional Funds c/o
Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111-0111, Attention: MassMutual Institutional Funds Coordinator,
MIP C218.

From the SEC: You may review information about the Funds (including the SAI) at
the SEC's Public Reference Room in Washington, D.C. (call 1-800-SEC-0330 for
information regarding the operation of the SEC's public reference room). You can
get copies of this information, upon payment of a copying fee, by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-6009. Alternatively, if
you have access to the Internet, you may obtain information about the Funds from
the SEC's Internet site at http://www.sec.gov. When obtaining information about
the Funds from the SEC, you may find it useful to reference the Funds' SEC file
number: 881-8274.

<PAGE>

MASSMUTUAL INSTITUTION FUNDS
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT ADVISER

Massachusetts Mutual Life
Insurance Company
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT SUB-ADVISERS
<TABLE>
<CAPTION>

<S> <C>
David L. Babson and Company Incorporated Miller Anderson & Sherrerd, LLP
One Memorial Drive One Tower Bridge
Cambridge, Massachusetts 02142 West Conshohocken, PA 19428-2899

HarbourView Asset Management Corporation Waddell & Reed Investment Management Company
Two World Trade Center 6300 Lamar
New York, New York 10048 Overland Park, KS 66202-4247

Massachusetts Financial Services Company J.P. Morgan Investment Management Inc.
500 Boylston Street 522 Fifth Avenue
Boston, MA 02116-3741 New York, NY 10036
</TABLE>

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

SUB-ADMINISTRATOR, TRANSFER AGENT
and CUSTODIAN

Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

INDEPENDENT ACCOUNTANTS

LEGAL COUNSEL

Ropes & Gray
One International Place
Boston, Massachusetts 02110
<PAGE>

B2098 299
<PAGE>

MASSMUTUAL INSTITUTIONAL FUNDS

1295 State Street
Springfield, Massachusetts 01111

STATEMENT OF ADDITIONAL INFORMATION

THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS. IT SHOULD
BE READ IN CONJUNCTION WITH THE PROSPECTUS OF MASSMUTUAL INSTITUTIONAL FUNDS
(THE "TRUST") DATED MAY 3, 1999, AS AMENDED FROM TIME TO TIME (THE
"PROSPECTUS"). THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES HEREIN THE
FINANCIAL STATEMENTS OF THE FUNDS BY REFERENCE TO THE FUNDS' ANNUAL REPORT AS OF
DECEMBER 31, 1998 (THE "ANNUAL REPORT"). 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
SAI 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 SAI
and the related Prospectus do not constitute an offer by the Trust or by the
Distributor to sell or a solicitation of any offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.

This SAI relates to the following Funds:

. MassMutual Prime Fund
. MassMutual Short-Term Bond Fund
. MassMutual Core Bond Fund
. MassMutual Diversified Bond Fund
. MassMutual Balanced Fund
. MassMutual Core Equity Fund
. MassMutual Growth Equity Fund
. MassMutual Small Cap Value Equity Fund
. MassMutual Mid Cap Growth Equity Fund
. MassMutual Small Cap Growth Equity Fund
. MassMutual International Equity Fund

DATED MAY 3, 1999

-1-
<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

GENERAL INFORMATION .....................................................

ADDITIONAL INVESTMENT POLICIES ..........................................

FUNDAMENTAL INVESTMENT RESTRICTIONS .....................................

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS .................................

MANAGEMENT OF THE TRUST .................................................

COMPENSATION ............................................................

CONTROL PERSON AND PRINCIPAL HOLDER OF SECURITIES .......................

INVESTMENT MANAGER AND SUB-ADVISERS .....................................

ADMINISTRATOR AND SUB-ADMINISTRATOR .....................................

THE DISTRIBUTOR .........................................................

CLASS A SERVICE PLANS ...................................................

WAIVERS OF THE CLASS A CONTINGENT DEFERRED SALES CHARGE..................

CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER AGENT .................

INDEPENDENT PUBLIC ACCOUNTANT ...........................................

PORTFOLIO TRANSACTIONS AND BROKERAGE ....................................

SHAREHOLDER INVESTMENT ACCOUNT ..........................................

DESCRIPTION OF SHARES ...................................................

REDEMPTION OF SHARES ....................................................

VALUATION OF PORTFOLIO SECURITIES .......................................

INVESTMENT PERFORMANCE ..................................................

OTHER ADVERTISING ITEMS..................................................

TAXATION ................................................................

EXPERTS .................................................................

GLOSSARY.................................................................

APPENDIX - DESCRIPTION OF SECURITIES RATINGS ............................

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<PAGE>

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

MassMutual Institutional Funds (the "Trust") is a professionally managed,
open-end investment company. This SAI describes the following eleven separate
series of the Trust: (1) MassMutual Prime Fund ("Prime Fund"), (2) MassMutual
Short-Term Bond Fund ("Short-Term Bond Fund"), (3) MassMutual Core Bond Fund
("Core Bond Fund"), (4) MassMutual Diversified Bond Fund ("Diversified Bond
Fund"), (5) MassMutual Balanced Fund ("Balanced Fund"), (6) MassMutual Core
Equity Fund ("Core Equity Fund"), (7) MassMutual Growth Equity Fund ("Growth
Equity Fund"), (8) MassMutual Small Cap Value Equity Fund ("Small Cap Value
Equity Fund"), (9) MassMutual Mid Cap Growth Equity Fund ("Mid Cap Growth Equity
Fund"), (10) MassMutual Small Cap Growth Equity Fund ("Small Cap Growth Equity
Fund") and (11) MassMutual International Equity Fund ("International Equity
Fund") (each individually referred to as a "Fund" or collectively as the
"Funds"). Currently, the Trustees have authorized a total of sixteen separate
series. Additional series may be created by the Trustees from time-to-time.

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").
The investment manager for each Fund is Massachusetts Mutual Life Insurance
Company ("MassMutual"). The investment sub-adviser for the Core Equity Fund, the
Small Cap Value Equity Fund and the Core Equity Segment of the Balanced Fund is
David L. Babson and Company Incorporated ("Babson"), located at One Memorial
Drive, Cambridge, Massachusetts 02142. The investment sub-adviser for the Growth
Equity Fund is Massachusetts Financial Services Company ("MFS"), located at 500
Boylston Street, Boston, Massachusetts. The investment sub-adviser for the Mid
Cap Growth Equity Fund is Miller Anderson & Sherrerd, LLP ("MAS"), located at
One Tower Bridge, West Conshohocken, Pennsylvania. The sub-advisers for the
Small Cap Growth Equity Fund are J.P. Morgan Investment Management Inc. ("J.P.
Morgan") located at 522 Fifth Avenue, New York, New York and Waddell & Reed
Investment Management Company ("Waddell & Reed"), located at 6300 Lamar,
Overland Park, Kansas. The investment sub-adviser for the International Equity
Fund is HarbourView Asset Management Corporation ("HarbourView"), located at Two
World Trade Center, New York, New York 10048. Babson and HarbourView are each
indirect subsidiaries of MassMutual. MassMutual, Babson, HarbourView, MFS, MAS,
J.P. Morgan and Waddell & Reed are sometimes referred to herein as the
"Advisers."

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

Each Fund has a distinct investment objective which it pursues through separate
investment policies, as described in the Prospectus and below. The investment
objective, fundamental investment policies and fundamental investment
restrictions of a Fund may not be changed without the vote of a majority of that
Fund's outstanding shares (which, under the Investment Company Act of 1940 (the
"1940 Act") and the rules thereunder and as used in this SAI and in the
Prospectus, means the lesser of (1) 67% of the shares of that Fund present at a
meeting if the holders of more than 50% of the outstanding shares of that Fund
are present in person or by proxy, or (2) more than 50% of the outstanding
shares of that Fund). The Board of Trustees of the Trust may adopt new or amend
or delete existing non-fundamental investment policies and restrictions without
shareholder approval. The following discussion, when applicable, elaborates on
the presentation of each Fund's investment policies contained in the Prospectus.
For a description of the ratings of corporate debt securities and money market
instruments in which the various Funds may invest, reference should be made to
the Appendix.

PRIME FUND

An instrument in which the Prime Fund may invest will be considered to be
short-term if its remaining maturity on the date of its purchase is 397 days or
less. In the case of a variable or floating rate obligation, the remaining
maturity will be deemed to be the period remaining until the next readjustment
of the interest rate or until maturity, whichever is less. In the case of an
obligation with a demand feature, the remaining maturity will be deemed to be
the period remaining until the principal amount may be recovered through the
demand provision or until the next readjustment of the interest rate or until
maturity, whichever is the shortest.

Certain money market instruments are available only in relatively large
denominations, and others may carry higher yields if purchased in relatively
large denominations. Also, MassMutual believes that an institutional purchaser
of money market instruments who can invest relatively large sums on a regular
basis may have investment opportunities that are not available to those who
invest smaller sums less frequently. Certain of the Prime Fund's investment
restrictions limit the percentage of the Fund's assets that may be invested in
certain industries or in securities of any issuer. Accordingly, if the Fund has
relatively small net assets and net cash flow from sales and redemptions of
shares, the Fund may be unable to invest in money market instruments paying the
highest yield available at a particular time.

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SHORT-TERM BOND FUND

The Short-Term Bond Fund's duration management strategy currently uses a
quantitative, risk-averse discipline that balances generating a high total rate
of return primarily from current income with minimizing fluctuations in capital
values. The duration of the portfolio will be lengthened by extending average
maturities when sufficient additional yield can be obtained. Conversely, the
duration will be shortened when adequate compensation for the additional risk
associated with longer maturities cannot be realized.

CORE BOND FUND

The Core Bond Fund's duration management strategy is to match (within 10%) the
duration of the Lehman Brothers Government/Corporate Bond Index. MassMutual
seeks to add value compared to this index through the use of sector rotation,
yield curve management and asset selection. Neither market timing nor interest
rate anticipation methods are employed in managing the Fund.

DIVERSIFIED BOND FUND

The Diversified Bond Fund's duration management strategy is to match (within 5%)
the duration of the Lehman Brothers Intermediate Aggregate Bond Index.
MassMutual seeks to add value compared to this index through the use of sector
rotation, yield curve management and asset selection. Neither market timing nor
interest rate anticipation methods are employed in managing the Fund.

The Fund will also have specified liquidity and diversification requirements for
particular types of investments, including:

(a) Bond purchases for the Fund will be limited to 15% of any major industry
group; they will be by issuer based on the rating of the issue;
(b) Below investment grade bonds cannot exceed 25% of the Fund's assets;
(c) Residential whole loan mortgage pools cannot exceed 15% of the Fund's
assets; these investments will also be limited geographically based on
population size of the area where the residences are located.
(d) Commercial mortgage loans cannot exceed 25% of the Fund's assets; these
investments will also be limited to 7% for each type of mortgaged property,
and geographically based on the population size of the area where the
properties are located.

INTERNATIONAL EQUITY FUND

The Trustees are authorized to determine what constitutes a "foreign security"
and to modify any such definition as they deem appropriate. Opportunities for
long-term capital appreciation will be stressed. The Fund may, but will not
necessarily, engage in currency transactions with counterparties in order to
hedge the value of portfolio holdings denominated in particular currencies
against fluctuations in relative value.

FIXED INCOME SECURITIES

While the Prime Fund invests in high quality securities and the Short-Term Bond
Fund, the Core Bond Fund, the Core Bond Segment of the Balanced Fund and the
Diversified Bond Fund invest in investment grade securities, an investment in
these Funds is not without risk. The debt securities in which the Funds invest
may not offer as high a yield as may be achieved from lower quality instruments
having less safety. If the Prime Fund, the Short-Term Bond Fund, the Core Bond
Fund, the Core Bond Segment of the Balanced Fund or the Diversified Bond Fund
dispose of an obligation prior to maturity, it may realize a loss or a gain. An
increase in interest rates will generally reduce the value of portfolio
investments, and a decline in interest rates will generally increase the value
of portfolio investments. In addition, investments are subject to the ability of
the issuer to make payment at maturity. If an investment of the Short-Term Bond
Fund, the Core Bond Fund, the Core Bond Segment of the Balanced Fund or the
Diversified Bond Fund is downgraded below investment-grade level, the Adviser
may continue to hold such security if the Adviser determines that to do so is in
the Fund's best interest.

WARRANTS AND RIGHTS

A warrant typically gives the holder the right to purchase underlying stock at a
specified price for a designated period of time. Warrants may be a relatively
volatile investment. The holder of a warrant takes the risk that the market
price of the underlying stock may never equal or exceed the exercise price of
the warrant. A warrant will expire without value if it is not exercised or sold
during its exercise period. Rights are similar to warrants, but normally have a
short duration and are distributed directly by the issuer to its shareholders.
Warrants and rights have no voting rights, receive no dividends, and have no
rights to the assets of the issuer.

The Core Equity Segment of the Balanced Fund, the Core Equity Fund, the Small
Cap Value Equity Fund, the Growth Equity Fund, the Mid Cap Growth Equity Fund,
the Small Cap Growth Equity Fund] and the International

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Equity Fund may each invest up to 5% of the value of their respective assets in
warrants in an effort to build a position in the underlying common stocks and,
of such 5%, no more than 2% may be invested in warrants that are not listed on
the New York Stock Exchange ("NYSE") or the American Stock Exchange.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

In a repurchase agreement transaction, a Fund acquires a security from, and
simultaneously resells it to, an approved vendor (a U.S. commercial bank or the
U.S. branch of a foreign bank, or a broker-dealer which has been designated a
primary dealer in government securities and which must meet the credit
requirements set by the Trust's Board of Trustees from time to time) for
delivery on an agreed-upon future date. The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. The majority of these
agreements run from day to day, and delivery pursuant to the resale agreement
typically will occur within one to five days of the purchase. Repurchase
agreements are considered "loans" under the 1940 Act, collateralized by the
underlying security. A Fund's repurchase agreements require that at all times
while the repurchase agreement is in effect, the value of the collateral must
equal or exceed the repurchase price to fully collateralize the loan.
Additionally, a Fund's adviser will impose creditworthiness requirements to
confirm that the vendor is financially sound and will continuously monitor the
collateral's value. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security. In addition, if the seller should
be involved in bankruptcy or insolvency proceedings, the Fund may incur delay
and costs in selling the underlying security or may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor and required to
return the underlying securities to the seller's bankruptcy estate.

A reverse repurchase agreement is a contract pursuant to which a Fund agrees to
sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. A Fund engaging in reverse repurchase agreements will
maintain a segregated account with its custodian containing cash or liquid
securities, having a current market value at all times in an amount sufficient
to repurchase securities pursuant to outstanding reverse repurchase agreements.
Reverse repurchase agreements are borrowings subject to Restriction (2) under
"Fundamental Investment Restrictions."

ROLL TRANSACTIONS

To take advantage of attractive financing opportunities in the mortgage market
and to enhance current income, each of the Funds may engage in dollar roll
transactions. A dollar roll transaction involves a sale by a Fund of a GNMA
certificate or other mortgage-backed securities to a financial institution, such
as a bank or broker-dealer, concurrently with an agreement by the Fund to
repurchase a similar security from the institution at a later date at an agreed
upon price. The securities that are repurchased will bear the same interest rate
as those sold, but generally will be collateralized by different pools of
mortgages with different prepayment histories than those sold. During the period
between the sale and repurchase, the Fund will not be entitled to receive the
interest and principal payments on the securities sold. Proceeds of the sale
will be invested in additional instruments for the Fund. A Fund is compensated
for agreeing to repurchase the security by the difference between the current
sales price and the price for the future purchase (often referred to as the
"drop") as well as by the interest earned on the cash proceeds of the initial
sale. Dollar rolls may be renewed over a period of several months with a
different repurchaser or repurchase price and a cash settlement made at each
renewal without physical delivery of securities. Moreover, a Fund may enter into
a dollar roll transaction involving a security not then in the Fund's portfolio
so long as the transaction is preceded by a firm commitment agreement pursuant
to which the Fund has agreed to buy the securities on a future date.

The Funds will not use such transactions for leveraging purposes and,
accordingly, will segregate cash or other liquid securities in an amount
sufficient to meet its obligations under the roll transactions. Dollar roll
transactions involve potential risks of loss which are different from those
related to the securities underlying the transaction. For example, if the
counterparty were to become insolvent, the Fund's right to purchase from the
counterparty may be restricted. Additionally, the market value of the securities
sold by the Fund may decline below the repurchase price of those securities to
be purchased. Dollar roll transactions are borrowings subject to Restriction (2)
under "Fundamental Investment Restrictions."

CERTAIN DEBT SECURITIES

Some U.S. Government Securities are backed by the full faith and credit of the
U.S. Government; others are secured by the right of the issuer to borrow from
the U.S. Treasury; while others are supported only by the credit of the issuing
agency or instrumentality. There can be no assurance that the U.S. Government
will pay interest and principal on securities on which it is not legally
obligated to do so.

The Funds will limit their investments in certificates of deposit and bankers'
acceptances to U.S. dollar denominated obligations of U.S. banks and savings and
loan associations, London branches of U.S. banks ("Eurodollar obligations") and
U.S. branches of foreign banks ("Yankeedollar obligations"). In the case of
foreign banks, the $1 billion deposit requirement will be computed using
exchange rates in effect at the time of the banks' most recently published
financial statements. Eurodollar obligations and Yankeedollar obligations will
not be acquired if as a

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<PAGE>

result more than 25% of a Fund's net assets would be invested in such
obligations. Obligations of foreign banks and of foreign branches of U.S. banks
may be affected by foreign governmental action, including imposition of currency
controls, interest limitations, withholding taxes, seizure of assets or the
declaration of a moratorium or restriction on payments of principal or interest.
Foreign banks and foreign branches of U.S. banks may provide less public
information than, and may not be subject to the same accounting, auditing and
financial recordkeeping standards as, domestic banks.

SECURITIES LENDING

A Fund may seek additional income by making loans of portfolio securities of not
more than 33% of its total assets taken at current market value. Under
applicable regulatory requirements and securities lending agreements (which are
subject to change), the loan collateral must, on each business day, be at least
equal to the value of the loaned securities and must consist of cash (which may
be invested by the Fund in any investment not otherwise prohibited by the
Prospectus or this SAI), bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities), or other cash equivalents in
which the Fund is permitted to invest. The terms of a Fund's loans must also
meet certain tests under the Internal Revenue Code and permit the Fund to
reacquire loaned securities on five business days' notice or in time to vote on
any important matter.

HEDGING INSTRUMENTS AND DERIVATIVES

The Funds currently may use the hedging instruments and derivatives discussed
below. In the future, a Fund may employ hedging instruments and strategies that
are not currently contemplated but which may be developed, to the extent such
investment methods are consistent with the Fund's investment objective, legally
permissible and adequately disclosed.

(1) Forward Contracts - Each Fund may purchase or sell securities on a forward
commitment basis ("forward contracts"). When such transactions are negotiated,
the price is fixed at the time of commitment, but delivery and payment for the
securities can take place a month or more after the commitment date. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. At the time of delivery
the securities may be worth more or less than the purchase or sale price. While
a Fund also may enter into forward contracts with the initial intention of
acquiring securities for its portfolio, it may dispose of a commitment prior to
settlement if MassMutual deems it appropriate to do so. The Funds may realize
short-term gains or losses upon the sale of forward contracts. If a Fund enters
into a forward contract, it will establish a segregated account with its
custodian consisting of cash or liquid securities, having a current market value
equal to or greater than the aggregate amount of that Fund's commitment under
forward contracts (that is, the purchase price of the underlying security on the
delivery date). As an alternative to maintaining all or part of the segregated
account, a Fund could buy call or put options to "cover" the forward contracts.
A Fund will not enter into a forward contract if as a result more than 25% of
its total assets would be held in a segregated account covering such contracts.

(2) Currency Transactions - Each Fund may engage in currency transactions with
counterparties in order to convert foreign denominated securities or obligations
to U.S. dollar denominated investments. Further, the International Equity Fund
may engage in currency transactions to hedge the value of portfolio holdings
denominated in particular currencies against fluctuations in relative value.

Currency transactions include forward currency contracts, exchange listed
currency futures, exchange listed and OTC options on currencies, and currency
swaps. A forward currency contract involves a privately negotiated obligation to
purchase or sell (with delivery generally required) a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap. A Fund may enter into currency transactions with counterparties which
have received (or the guarantors of the obligations of which have received) a
credit rating of A-1 or P-1 by Standard & Poor's Ratings Group ("S&P") or
Moody's Investors Service, Inc. ("Moody's"), respectively, or that have an
equivalent rating from a nationally recognized statistical rating organization
("NRSRO") or (except for OTC currency options) are determined to be of
equivalent credit quality by the adviser.

The Growth Equity Fund, the Mid Cap Growth Equity Fund, the Small Cap Growth
Equity Fund and the International Equity Fund may deal in forward currency
contracts and other currency transactions such as futures, options, options on
futures, and swaps, but will be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging is entering into a
currency transaction with respect to specific assets or liabilities of a Fund,
which will generally arise in connection with the purchase or sale of its
portfolio securities or the receipt of income therefrom. Position hedging is
entering into a currency transaction with respect to portfolio security
positions denominated or generally quoted in that currency. For example, if the
Fund believes that a foreign currency may suffer a substantial decline against
the U.S. dollar, it may enter into a forward sale contract to sell an amount of
that foreign currency approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. The Funds may also
cross-hedge currencies by entering into transactions to

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<PAGE>

purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.

A Fund will not enter into a transaction to hedge currency exposure to an extent
greater, after netting all transactions intended wholly or partially to offset
other transactions, than the aggregate market value (at the time of entering
into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Funds may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, and to buy U.S. dollars. The amount of the contract
would not exceed the value of the Fund's securities denominated in linked
currencies. For example, if the adviser considers that the Austrian schilling is
linked to the German deutsche mark (the "D-mark"), the Fund holds securities
denominated in schillings and the adviser believes that the value of schillings
will decline against the U.S. dollar, the adviser may enter into a contract to
sell D-marks and buy dollars. Currency hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency
transactions can result in losses to the Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated.
Further, there is the risk that the perceived linkage between various currencies
may not be present during the particular time that the Fund is engaging in proxy
hedging.

(3) Risks Regarding Hedging Instruments and Derivatives - Some of the general
risks associated with hedging and the use of derivatives include: (a) the
possible absence of a liquid secondary market for any particular hedging
instrument at any time; (b) these instruments can be highly volatile; and (c)
the possible need to defer closing out certain positions to avoid adverse tax
consequences. More specific risks are set forth below.

(i) Forward Contracts: Forward contracts involve a risk of loss if the
value of the security to be purchased declines prior to the settlement
date, which risk is in addition to the risk of decline in value of the
Funds' other assets.

(ii) Currency Transactions: Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences
economic planning and policy, purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by
governments. These can result in losses to a Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and could
also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of currency futures are subject to the same risks that apply to the
use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in
the issuing nation. Trading options on currency futures is relatively new,
and the ability to establish and close out positions on such options is
subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic
to that country's economy.

THE GROWTH FUNDS' USE OF DERIVATIVES

(1) Options and Futures Transactions. Growth Equity Fund, Mid Cap Growth Equity
Fund and Small Cap Growth Equity Fund (the "Growth Funds") may (a) purchase and
sell exchange traded and over-the-counter (OTC) put and call options on equity
securities or indexes of equity securities, (b) purchase and sell futures
contracts on indexes of equity securities and (c) purchase and sell put and call
options on futures contracts on indexes of equity securities. Each of these
instruments is a derivative instrument as its value derives from the underlying
asset or index.

The Growth Funds may utilize options and futures contracts to manage its
exposure to changing interest rates and/or security prices. Some options and
futures strategies, including selling futures contracts and buying puts, tend to
hedge a Fund's investments against price fluctuations. Other strategies,
including buying futures contracts, writing puts and calls, and buying calls,
tend to increase market exposure. Options and futures contracts may be combined
with each other or with forward contracts in order to adjust the risk and return
characteristics of a Fund's overall strategy in a manner deemed appropriate to
the Advisor and consistent with a Fund's objective and policies. Because
combined options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.

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<PAGE>

The use of options and futures is a highly specialized activity which involves
investment strategies and risks different from those associated with ordinary
portfolio securities transactions, and there can be no guarantee that their use
will increase a Fund's return. While the use of these instruments by the Growth
Funds may reduce certain risks associated with owning its portfolio securities,
these techniques themselves entail certain other risks. If the Advisor applies a
strategy at an inappropriate time or judges market conditions or trends
incorrectly, options and futures strategies may lower a Fund's return. Certain
strategies limit a Fund's possibilities to realize gains as well as limiting its
exposure to losses. A Fund could also experience losses if the prices of its
options and futures positions were poorly correlated with its other investments,
or if it could not close out its positions because of an illiquid secondary
market. In addition, a Fund will incur transaction costs, including trading
commissions and option premiums, in connection with its futures and options
transactions and these transactions could significantly increase a Fund's
turnover rate.

The Growth Funds may purchase put and call options on securities, indexes of
securities and futures contracts, or purchase and sell futures contracts, only
if such options are written by other persons and if (i) the aggregate premiums
paid on all such options which are held at any time do not exceed 20% of a
Fund's net assets, and (ii) the aggregate margin deposits required on all such
futures or options thereon held at any time do not exceed 5% of a Fund's total
assets.

(2) Purchasing Put and Call Options. The Growth Funds may purchase put and call
options. By purchasing a put option, a Fund obtains the right (but not the
obligation) to sell the instrument underlying the option at a fixed strike
price. In return for this right, a Fund pays the current market price for the
option (known as the option premium). Options have various types of underlying
instruments, including specific securities, indexes of securities, indexes of
securities prices, and futures contracts. A Fund may terminate its position in a
put option it has purchased by allowing it to expire or by exercising the
option. A Fund may also close out a put option position by entering into an
offsetting transaction, if a liquid market exists. If the option is allowed to
expire, a Fund will lose the entire premium it paid. If a Fund exercises a put
option on a security, it will sell the instrument underlying the option at the
strike price. If a Fund exercises an option on an index, settlement is in cash
and does not involve the actual sale of securities. If an option is American
style, it may be exercised on any day up to its expiration date. A European
style option may be exercised only on its expiration date.

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

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

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

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

Writing a call option obligates a Fund to sell or deliver the option's
underlying instrument in return for the strike price upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium a call writer offsets part of the effect of a price decline. At the same
time, because a call

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<PAGE>

writer must be prepared to deliver the underlying instrument in return for the
strike price, even if its current value is greater, a call writer gives up some
ability to participate in security price increases.

The writer of an exchange traded put or call option on a security, an index of
securities or a futures contract is required to deposit cash or securities or a
letter of credit as margin and to make mark to market payments of variation
margin as the position becomes unprofitable.

(4) Options on Indexes. The Growth Funds may also purchase options on indexes.
Options on securities indexes are similar to options on securities, except that
the exercise of securities index options is settled by cash payment and does not
involve the actual purchase or sale of securities. In addition, these options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security. A
Fund, in purchasing or selling index options, is subject to the risk that the
value of its portfolio securities may not change as much as an index because a
Fund's investments generally will not match the composition of an index.

For a number of reasons, a liquid market may not exist and thus a Fund may not
be able to close out an option position that it has previously entered into.
When a Fund purchases an OTC option, it will be relying on its counterparty to
perform its obligations, and a Fund may incur additional losses if the
counterparty is unable to perform.

(5) Exchange Traded and OTC Options. All options purchased or sold by the Growth
Funds will be traded on a securities exchange or will be purchased or sold by
securities dealers (OTC options) that meet creditworthiness standards approved
by a Funds' Board of Trustees. While exchange-traded options are obligations of
the Options Clearing Corporation, in the case of OTC options, a Fund relies on
the dealer from which it purchased the option to perform if the option is
exercised. Thus, when a Fund purchases an OTC option, it relies on the dealer
from which it purchased the option to make or take delivery of the underlying
securities. Failure by the dealer to do so would result in the loss of the
premium paid by a Fund as well as loss of the expected benefit of the
transaction.

Provided that a Fund has arrangements with certain qualified dealers who agree
that the Fund may repurchase any option it writes for a maximum price to be
calculated by a predetermined formula, a Fund may treat the underlying
securities used to cover written OTC options as liquid. In these cases, the OTC
option itself would only be considered illiquid to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

(6) Futures Contracts and Options on Futures Contracts. The Growth Funds may
purchase or sell (write) futures contracts and purchase or sell put and call
options, including put and call options on futures contracts. Futures contracts
obligate the buyer to take and the seller to make delivery at a future date of a
specified quantity of a financial instrument or an amount of cash based on the
value of a securities index. Currently, futures contracts are available on
various types of fixed income securities, including but not limited to U.S.
Treasury bonds, notes and bills, Eurodollar certificates of deposit and on
indexes of fixed income securities and indexes of equity securities.

Unlike a futures contract, which requires the parties to buy and sell a security
or make a cash settlement payment based on changes in a financial instrument or
securities index on an agreed date, an option on a futures contract entitles its
holder to decide on or before a future date whether to enter into such a
contract. If the holder decides not to exercise its option, the holder may close
out the option position by entering into an offsetting transaction or may decide
to let the option expire and forfeit the premium thereon. The purchaser of an
option on a futures contract pays a premium for the option but makes no initial
margin payments or daily payments of cash in the nature of "variation" margin
payments to reflect the change in the value of the underlying contract as does a
purchaser or seller of a futures contract.

The seller of an option on a futures contract receives the premium paid by the
purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional collateral required on any options on futures
contracts sold by a Fund are paid by a Fund into a segregated account, in the
name of the Futures Commission Merchant, as required by the 1940 Act and the
SEC's interpretations thereunder.

(7) Combined Positions. The Growth Funds are permitted to purchase and write
options in combination with each other, or in combination with futures or
forward contracts, to adjust the risk and return characteristics of the overall
position. For example, a Fund may purchase a put option and write a call option
on the same underlying instrument, in order to construct a combined position
whose risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one
strike price and buying a

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<PAGE>

call option at a lower price, in order to reduce the risk of the written call
option in the event of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher transaction costs and
may be more difficult to open and close out.

(8) Risks Regarding Options and Futures Transactions - Some of the general risks
associated with the use of options and futures include:

(a) Correlation of Price Changes. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized options and futures contracts available will not
match a Fund's current or anticipated investments exactly. The Growth
Funds may invest in options and futures contracts based on securities
with different issuers, maturities, or other characteristics from the
securities in which it typically invests, which involves a risk that
the options or futures position will not track the performance of a
Fund's other investments.

Options and futures contracts prices can also diverge from the prices
of their underlying instruments, even if the underlying instruments
match a Fund's investments well. Options and futures contracts prices
are affected by such factors as current and anticipated short term
interest rates, changes in volatility of the underlying instrument, and
the time remaining until expiration of the contract, which may not
affect security prices the same way. Imperfect correlation may also
result from differing levels of demand in the options and futures
markets and the securities markets, from structural differences in how
options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A Fund may purchase or
sell options and futures contracts with a greater or lesser value than
the securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in all
cases. If price changes in a Fund's options or futures positions are
poorly correlated with its other investments, the positions may fail to
produce anticipated gains or result in losses that are not offset by
gains in other investments.

(b) Liquidity of Options and Futures Contracts. There is no assurance a
liquid market will exist for any particular option or futures contract
at any particular time even if the contract is traded on an exchange.
In addition, exchanges may establish daily price fluctuation limits for
options and futures contracts and may halt trading if a contract's
price moves up or down more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached or a trading
halt is imposed, it may be impossible for a Fund to enter into new
positions or close out existing positions. If the market for a contract
is not liquid because of price fluctuation limits or otherwise, it
could prevent prompt liquidation of unfavorable positions, and could
potentially require a Fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result,
a Fund's access to other assets held to cover its options or futures
positions could also be impaired. (See "Exchange Traded and OTC
Options" above for a discussion of the liquidity of options not traded
on an exchange.)

(c) Position Limits. Futures exchanges can limit the number of futures
and options on futures contracts that can be held or controlled by an
entity. If an adequate exemption cannot be obtained, a Fund or the
Advisor may be required to reduce the size of its futures and options
positions or may not be able to trade a certain futures or options
contract in order to avoid exceeding such limits.

(c) Asset Coverage for Futures Contracts and Options Positions. The
Funds intend to comply with Section 4.5 of the regulations under the
Commodity Exchange Act, which limits the extent to which a Fund can
commit assets to initial margin deposits and option premiums. In
addition, the Funds will comply with guidelines established by the SEC
with respect to coverage of options and futures contracts by mutual
funds, and if the guidelines so require, will set aside appropriate
liquid assets in a segregated custodial account in the amount
prescribed. Securities held in a segregated account cannot be sold
while the futures contract or option is outstanding, unless they are
replaced with other suitable assets. As a result, there is a
possibility that segregation of a large percentage of a Fund's assets
could impede portfolio management or a Fund's ability to meet
redemption requests or other current obligations.

(9) Swaps and Related Swap Products: The Growth Funds may engage in swap
transactions, including, but not limited to, interest rate, currency, securities
index, basket, specific security and commodity swaps, interest rate caps, floors
and collars and options on interest rate swaps (collectively defined as "swap
transactions").

The Growth Funds may enter into swap transactions for any legal purpose
consistent with its investment objective and policies, such as for the purpose
of attempting to obtain or preserve a particular return or spread at a lower
cost

-10-
<PAGE>

than obtaining that return or spread through purchases and/or sales of
instruments in cash markets, to protect against currency fluctuations, as a
duration management technique, to protect against any increase in the price of
securities a Fund anticipates purchasing at a later date, or to gain exposure to
certain markets in the most economical way possible. A Fund will not sell
interest rate caps, floors or collars if it does not own securities with coupons
which provide the interest that a Fund may be required to pay.

Swap agreements are two-party contracts entered into primarily by institutional
counterparties for periods ranging from a few weeks to several years. In a
standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) that would be earned or realized on specified
notional investments or instruments. The gross returns to be exchanged or
"swapped" between the parties are calculated by reference to a "notional
amount," i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate, in a particular foreign currency or
commodity, or in a "basket" of securities representing a particular index. The
purchaser of an interest rate cap or floor, upon payment of a fee, has the right
to receive payments (and the seller of the cap is obligated to make payments) to
the extent a specified interest rate exceeds (in the case of a cap) or is less
than (in the case of a floor) a specified level over a specified period of time
or at specified dates. The purchaser of an interest rate collar, upon payment of
a fee, has the right to receive payments (and the seller of the collar is
obligated to make payments) to the extent that a specified interest rate falls
outside an agreed upon range over a specified period of time or at specified
dates. The purchaser of an option on an interest rate swap, upon payment of a
fee (either at the time of purchase or in the form of higher payments or lower
receipts within an interest rate swap transaction) has the right, but not the
obligation, to initiate a new swap transaction of a pre-specified notional
amount with pre-specified terms with the seller of the option as the
counterparty.

The "notional amount" of a swap transaction is the agreed upon basis for
calculating the payments that the parties have agreed to exchange. For example,
one swap counterparty may agree to pay a floating rate of interest (e.g., 3
month LIBOR) calculated based on a $10 million notional amount on a quarterly
basis in exchange for receipt of payments calculated based on the same notional
amount and a fixed rate of interest on a semi-annual basis. In the event a Fund
is obligated to make payments more frequently than it receives payments from the
other party, it will incur incremental credit exposure to that swap
counterparty. This risk may be mitigated somewhat by the use of swap agreements
which call for a net payment to be made by the party with the larger payment
obligation when the obligations of the parties fall due on the same date. Under
most swap agreements entered into by a Fund, payments by the parties will be
exchanged on a "net basis", and a Fund will receive or pay, as the case may be,
only the net amount of the two payments.

The amount of a Fund's potential gain or loss on any swap transaction is not
subject to any fixed limit. Nor is there any fixed limit on a Fund's potential
loss if it sells a cap or collar. If the Fund buys a cap, floor or collar,
however, the Fund's potential loss is limited to the amount of the fee that it
has paid. When measured against the initial amount of cash required to initiate
the transaction, which is typically zero in the case of most conventional swap
transactions, swaps, caps, floors and collars tend to be more volatile than many
other types of instruments.

The use of swap transactions, caps, floors and collars involves investment
techniques and risks which are different from those associated with portfolio
security transactions. If the Advisor is incorrect in its forecasts of market
values, interest rates, and other applicable factors, the investment performance
of a Fund will be less favorable than if these techniques had not been used.
These instruments are typically not traded on exchanges. Accordingly, there is a
risk that the other party to certain of these instruments will not perform its
obligations to a Fund or that a Fund may be unable to enter into offsetting
positions to terminate its exposure or liquidate its position under certain of
these instruments when it wishes to do so. Such occurrences could result in
losses to a Fund.

The Advisors to the Growth Funds will, however, consider such risks and will
enter into swap and other derivatives transactions only when it believes that
the risks are not unreasonable.

The Growth Funds will maintain cash or liquid assets in a segregated account
with its custodian in an amount sufficient at all times to cover its current
obligations under its swap transactions, caps, floors and collars. If a Fund
enters into a swap agreement on a net basis, it will segregate assets with a
daily value at least equal to the excess, if any, of a Fund's accrued
obligations under the swap agreement over the accrued amount a Fund is entitled
to receive under the agreement. If a Fund enters into a swap agreement on other
than a net basis, or sells a cap, floor or collar, it will segregate assets with
a daily value at least equal to the full amount of a Fund's accrued obligations
under the agreement.

The Growth Funds will not enter into any swap transaction, cap, floor, or
collar, unless the counterparty to the transaction is deemed creditworthy by the
Advisor. If a counterparty defaults, a Fund may have contractual remedies

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<PAGE>

pursuant to the agreements related to the transaction. The swap markets in which
many types of swap transactions are traded have grown substantially in recent
years, with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the markets for certain types of swaps (e.g., interest rate swaps) have become
relatively liquid. The markets for some types of caps, floors and collars are
less liquid.

During the term of a swap, cap, floor or collar, changes in the value of the
instrument are recognized as unrealized gains or losses by marking to market to
reflect the market value of the instrument. When the instrument is terminated, a
Fund will record a realized gain or loss equal to the difference, if any,
between the proceeds from (or cost of) the closing transaction and a Fund's
basis in the contract.

The federal income tax treatment with respect to swap transactions, caps,
floors, and collars may impose limitations on the extent to which the Growth
Funds may engage in such transactions.

RESTRICTED AND ILLIQUID SECURITIES

None of the Funds currently expects to invest in restricted or illiquid
securities, although, as a non-fundamental policy, each Fund may invest no more
than 15% of its net assets in illiquid securities. However, this policy does not
limit the purchases of securities eligible for resale to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, provided that
such securities are determined to be liquid by the Board of Trustees, or the
adviser if such determination is pursuant to Board-approved guidelines. Such
guidelines shall take into account trading activity for such securities and the
availability of reliable pricing information, among other factors. If there is a
lack of trading interest in particular Rule 144A securities, a Fund's holdings
of those securities may be illiquid, resulting in undesirable delays in selling
these securities at prices representing fair value.

FOREIGN SECURITIES

The International Equity Fund, the Growth Fund, the Mid Cap Growth Fund and
Small Cap Growth Equity Fund, and, to a lesser extent, each of the other Funds
are permitted to invest in foreign securities. With the exception of the
International Equity Fund, the Large Cap Growth Fund, the Mid Cap Growth Fund
and Small Cap Growth Equity Fund, each Fund intends to invest in foreign
securities only if: (i) such securities are U.S. denominated; or (ii) if such
securities are not U.S. denominated, the Fund contemporaneously enters into a
foreign currency transaction to hedge the currency risk associated with the
particular foreign security. If a Fund's securities are held abroad, the
countries in which such securities may be held and the sub-custodian holding
them must be approved by the Board of Trustees or its delegate under applicable
rules adopted by the Securities and Exchange Commission (the "SEC"). In buying
foreign securities, a Fund may convert U.S. dollars into foreign currency, but
only to effect securities transactions on foreign securities exchanges and not
to hold such currency as an investment.

Foreign securities include debt, equity and hybrid instruments, obligations and
securities of foreign issuers, including governments of countries other than the
United States and companies organized under the laws of countries other than the
United States that are traded on foreign securities exchanges or foreign
over-the-counter markets. Foreign securities also include securities of foreign
issuers (i) represented by American Depositary Receipts ("ADR's"), (ii) traded
in the United States over-the-counter markets, or (iii) listed on a U.S.
securities exchange.

ADR's are issued by a U.S. depository institution, but they represent a
specified quantity of shares of a non-U.S. stock company. ADR's trade on U.S.
securities exchanges, and therefore are not treated as "foreign securities" for
purposes of the limitations on a Fund's investments in foreign securities,
although they are subject to many of the same risks as foreign securities as
described below.

The Growth Equity Fund, the Mid Cap Growth Equity Fund, the Small Cap Growth
Equity Fund and the International Equity Fund also may invest in sponsored or
unsponsored Global Depositary Receipts ("GDRs") and European Depositary Receipts
("EDRs") to the extent they come available. GDRs and EDRs are typically issued
by foreign depositaries and evidence ownership interests in a security or pool
of securities issued by either a foreign or a U.S. corporation. Holders of
unsponsored GDRs and EDRs generally bear all the costs associated with
establishing them. The depositary of an unsponsored GDR or EDR is under no
obligation to distribute shareholder communications received from the underlying
issuer or to pass through to the GDR or EDR holders any voting rights with
respect to the securities or pools of securities represented by the GDR or EDR.
GDRs and EDRs also may not be denominated in the same currency as the underlying
securities. Registered GDRs and EDRs are generally designed for use in U.S.
securities markets, while bearer form GDRs and EDRs are generally designed for
non-U.S. securities markets. The Funds will treat the underlying securities of a
GDR or EDR as the investment for purposes of its investment policies and
restrictions.

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<PAGE>

Investments in foreign securities involve special risks and considerations. As
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies, there may be less publicly available
information about a foreign company than about a domestic company. For example,
foreign markets have different clearance and settlement procedures. Delays in
settlement could result in temporary periods when assets of a Fund are
uninvested. The inability of a Fund to make intended security purchases due to
settlement problems could cause it to miss certain investment opportunities.
They may also entail certain other risks, such as the possibility of one or more
of the following: imposition of dividend or interest withholding or confiscatory
taxes, higher brokerage costs, thinner trading markets, currency blockages or
transfer restrictions, expropriation, nationalization, military coups or other
adverse political or economic developments; less government supervision and
regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Purchases of foreign
securities are usually made in foreign currencies and, as a result, a Fund may
incur currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar. Further, it
may be more difficult for a Fund's agents to keep currently informed about
corporate actions which may affect the prices of portfolio securities.
Communications between the United States and foreign countries may be less
reliable than within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Certain markets may require payment for securities before delivery.
A Fund's ability and decisions to purchase and sell portfolio securities may be
affected by laws or regulations relating to the convertibility of currencies and
repatriation of assets.

A number of current significant political, demographic and economic developments
may affect investments in foreign securities and in securities of companies with
operations overseas. Such developments include dramatic political changes in
government and economic policies in several Eastern European countries and the
republics composing the former Soviet Union, as well as the unification of the
European Economic Community. The course of any one or more of these events and
the effect on trade barriers, competition and markets for consumer goods and
services are uncertain. Similar considerations are of concern with respect to
developing countries. For example, the possibility of revolution and the
dependence on foreign economic assistance may be greater in these countries than
in developed countries. Management seeks to mitigate the risks associated with
these considerations through diversification and active professional management.

In addition to the general risks of investing in foreign securities, investments
in emerging markets involve special risks. Securities of many issuers in
emerging markets may be less liquid and more volatile than securities of
comparable domestic issuers. Emerging markets may have different clearance and
settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when a portion of the assets of a
Fund is uninvested and no return is earned thereon. The inability of a Fund to
make intended security purchases due to settlement problems could cause a Fund
to miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to a Fund due to
subsequent declines in values of the portfolio securities, decrease in the level
of liquidity in a Fund's portfolio, or, if a Fund has entered into a contract to
sell the security, possible liability to the purchaser. Certain markets may
require payment for securities before delivery, and in such markets a Fund bears
the risk that the securities will not be delivered and that the Fund's payments
will not be returned. Securities prices in emerging markets can be significantly
more volatile than in the more developed nations of the world, reflecting the
greater uncertainties of investing in less established markets and economics. In
particular, countries with emerging markets may have relatively unstable
governments, present the risk of nationalization of businesses, restrictions on
foreign ownership, or prohibitions of repatriation of assets, and may have less
protection of property rights than more developed countries. The economics of
countries with emerging markets may be predominantly based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may
be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of substantial holdings difficult or impossible at
times. Securities of issuers located in countries with emerging markets may have
limited marketability and may be subject to more abrupt or erratic price
movements.

Certain emerging markets may require governmental approval for the repatriation
of investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in an emerging market's
balance of payments or for other reasons, a country could impose temporary
restrictions on foreign capital remittances. A Fund could be adversely affected
by delays in, or a refusal to grant, any required governmental approval for
repatriation of capital, as well as by the application to that Fund of any
restrictions on investments.

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<PAGE>

Investment in certain foreign emerging market debt obligations may be restricted
or controlled to varying degrees. These restrictions or controls may at times
preclude investment in certain foreign emerging market debt obligations and
increase the expenses of a Fund.

WHEN-ISSUED SECURITIES

The Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small Cap Growth
Equity Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis. Generally, under normal circumstances, a Fund is expected to
take delivery of securities purchased. When a Fund commits to purchase a
security on a "when-issued" or on a "forward delivery" basis, it will set up
procedures consistent with SEC policies, which currently recommend that an
amount of the Fund's assets equal to the amount of the purchase be held aside or
segregated to be used to pay for the commitment. Therefore, the Fund will always
have liquid assets sufficient to cover any commitments or to limit any potential
risk. However, although the Funds do not intend to make such purchases for
speculative purposes, there are risks. For example, a Fund may have to sell
assets which have been set aside in order to meet redemptions. Also, if a Fund
determines it necessary to sell the "when-issued" or "forward delivery"
securities before delivery, the Fund may incur a loss because of market
fluctuations since the time the commitment to purchase the securities was made.

PORTFOLIO MANAGEMENT

MassMutual, Babson, HarbourView, MFS, MAS, J.P. Morgan and Waddell & Reed may
use trading as a means of managing the portfolios of the Funds in seeking to
achieve their investment objectives. Transactions will occur when the Adviser or
Sub-Adviser believes that the trade, net of transaction costs, will improve
interest income or capital appreciation potential, or will lessen capital loss
potential. Whether the goals discussed above will be achieved through trading
depends on the Adviser's or Sub-Adviser's ability to evaluate particular
securities and anticipate relevant market factors, including interest rate
trends and variations from such trends. If such evaluations and expectations
prove to be incorrect, a Fund's income or capital appreciation may be reduced
and its capital losses may be increased. In addition, high turnover in any Fund
could result in additional brokerage commissions to be paid by the Fund. See
also "Taxation" below.

CASH POSITIONS

SHORT SALES AGAINST-THE-BOX

Selling short "against-the-box" refers to the sale of securities actually owned
by the seller but held in safekeeping. In such short sales, while the short
position is open, a Fund must own an equal amount of such securities, or by
virtue of ownership of securities have the right, without payment of further
consideration, to obtain an equal amount of securities sold short. Short sales
against-the-box generally produce current recognition of gain for federal income
tax purposes on the constructive sale of securities "in the box" prior to the
time the short position is closed out. None of the Funds currently intends to
engage in short sales against-the-box.

INVESTMENT BASKET

Notwithstanding any Fund's fundamental investment restrictions (except those
imposed as a matter of law), the Board of Trustees may authorize one or more of
the Funds to invest in any security or investment-related instrument, or to
engage in investment-related transactions or practices, such as newly developed
debt securities or hedging programs, provided that the Board of Trustees has
determined that to do so is consistent with the Fund's investment objectives and
policies and has adopted reasonable guidelines for use by the Fund's advisers,
and provided further that at the time of making such investment or entering into
such transaction, such investments or instruments account for not more than 10%
of the Fund's total assets. The Trust has no current intention of using this
investment basket authority.

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<PAGE>

FUNDAMENTAL INVESTMENT RESTRICTIONS
Each Fund is subject to certain fundamental restrictions on its investments,
which may not be changed without the affirmative vote of a majority of the
outstanding shares of that Fund. Investment restrictions that appear below or
elsewhere in this SAI and in the Prospectus which involve a maximum percentage
of securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by, an acquisition
or encumbrance of securities or assets of, or borrowings by or on behalf of, a
Fund. The Trust may not, on behalf of any Fund:

(1) Purchase any security (other than U.S. Treasury securities or U.S.
Government Securities) if as a result, with respect to 75% of the
Fund's assets, more than 5% of the value of the total assets
(determined at the time of investment) of a Fund would be invested in
the securities of a single issuer.

(2) Borrow money, except from banks for temporary or emergency purposes
not in excess of one-third of the value of a Fund's assets, except that
a Fund may enter into reverse repurchase agreements or roll
transactions. For purposes of calculating this limitation, entering
into portfolio lending agreements shall not be deemed to constitute
borrowing money. A Fund would not make any additional investments while
its borrowings exceeded 5% of its assets.

(3) Issue senior securities (as defined in the 1940 Act) except for
securities representing indebtedness not prevented by paragraph (2)
above.

(4) Make short sales, except for sales "against-the-box."

(5) Act as an underwriter, except to the extent that, in connection
with the disposition of portfolio securities, a Fund may be deemed an
underwriter under applicable laws.

(6) Invest in oil, gas or other mineral leases, rights, royalty
contracts or exploration or development programs, real estate or real
estate mortgage loans. This restriction does not prevent a Fund from
purchasing readily marketable securities secured or issued by companies
investing or dealing in real estate and by companies that are not
principally engaged in the business of buying and selling such leases,
rights, contracts or programs.

(7) Purchase physical commodities or commodity contracts (except
futures contracts, including but not limited to contracts for the
future delivery of securities and futures contracts based on securities
indices).

(8) Make loans other than by investing in obligations in which a Fund
may invest consistent with its investment objective and policies and
other than repurchase agreements and loans of portfolio securities.

(9) Pledge, mortgage or hypothecate assets taken at market to an extent
greater than 15% of the total assets of the Fund except in connection
with permitted transactions in options, futures contracts and options
on futures contracts, reverse repurchase agreements and securities
lending.

(10) With the exception of the Growth Equity Fund, Mid Cap Growth
Equity Fund, and Small Cap Growth Equity Fund purchase any security
(other than securities issued, guaranteed or sponsored by the U.S.
Government or its agencies or instrumentalities) if, as a result, a
Fund would hold more than 10% of the outstanding voting securities of
an issuer. This restriction is applicable to 75% of the assets of the
Growth Equity Funds.

(11) With the exception of the Growth Equity Fund, Mid Cap Growth
Equity Fund, Small Cap Growth Equity Fund, purchase or retain
securities of any issuer if, to the knowledge of the Trust, more than
5% of such issuer's securities are beneficially owned by officers and
trustees of the Trust or officers and directors of its adviser who
individually beneficially own more than 1/2 of 1% of the securities of
such issuer.

Notwithstanding any fundamental investment restriction set forth above or in the
Prospectus, each Fund may: (1) engage in hedging transactions, techniques, and
practices using forward contracts and similar instruments, to the extent and in
a manner permitted by law; and (2) invest in any security or investment-related
instrument, or engage in any investment-related transaction or practice,
provided that the Board of Trustees has determined that to do so is consistent
with the investment objective and policies of the Fund and has adopted
reasonable guidelines for use by the Fund's adviser, and provided further that
at the time of entering into such investment or transaction, such investments or
instruments account for no more than 10% of the Fund's total assets. For the
foreseeable future, the Funds do not expect to engage in futures and options
transactions or interest rate swap agreements.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
---------------------------------------

In addition to the fundamental investment restrictions described above, the
Trustees of the Trust have voluntarily adopted certain policies and restrictions
which are observed in the conduct of the affairs of the Funds. These represent
intentions of the Trustees based upon current circumstances. They differ from
fundamental investment

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<PAGE>

restrictions in that the following additional investment restrictions may be
changed or amended by action of the Trustees without requiring prior notice to
or approval of shareholders.

In accordance with such policies and guidelines, each Fund may not:

(1) Invest for the purpose of exercising control over, or management
of, any company.

(2) Invest in securities of other investment companies, except by
purchase in the open market where no commission or profit to a sponsor
or dealer results from such purchase other than the customary broker's
commission, except when such purchase is part of a plan of merger,
consolidation, reorganization or acquisition or except shares of money
market funds advised by MassMutual or an affiliate thereof. It is
expected that a Fund would purchase shares of such money market funds
only if arrangements are made to eliminate duplicate advisory and
distribution fees.

(3) To the extent that shares of the Fund are purchased or otherwise
acquired by other series of the Trust, acquire any securities of
registered open-end investment companies or registered unit investment
trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the
1940 Act.

LINE OF CREDIT

The Trust, on behalf of each Fund, maintains a discretionary line of credit
agreement with PNC Bank, N.A. Each Fund may borrow under the line of credit, so
long as the Trust's borrowings do not exceed $25,000,000 in the aggregate at any
one time. Interest is charged based on outstanding borrowings at the Federal
Funds Rate plus 0.45%. Only the International Equity Fund utilized the line of
credit during the year ended December 31, 1998. Average daily borrowings for the
year ended December 31, 1998 were $5,944,444 and the average interest rate was
6.03%. The maximum borrowing outstanding during the year ended December 31, 1998
was $13,300,000. There was no outstanding balanced as of December 31, 1998.

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) of the Trust. The Board of Trustees of the
Trust is generally responsible for management of the business and affairs of the
Trust. The Trustees formulate the general policies of the Trust and the Funds,
approve contracts and authorize Trust officers to carry out the decisions of the
Board. As Adviser and Sub-Advisers to the Funds, MassMutual, Babson,
HarbourView, MFS, MAS, J.P. Morgan and Waddell & Reed may be considered part of
the management of the Trust. 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: 48

Chief Investment Officer (since 1993) and Executive Vice President
(since 1993), MassMutual; Chairman (since 1995), President (1983-1995)
and Trustee (since 1986), MassMutual Corporate Investors and Chairman
(since 1995), President (1988-1995) and Trustee (since 1988),
MassMutual Participation Investors (closed-end investment companies);
Director (since 1996), Antares Capital Corporation (finance company);
Chairman (since 1996), 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, Oppenheimer
Acquisition Corporation (holding company for investment advisers);
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

- ----------------------------
* Trustee who is an "interested person" of the Trust within the
definition set forth in Section 2(a)(19) of the 1940 Act.

-16-
<PAGE>

investment adviser subsidiary of MassMutual Holding Company); Director
(since 1992), Merrill Lynch Derivative Products, Inc.; Chairman (since
1995), Vice Chairman (1993-1995) and President (1988-1993), MML Series
Investment Fund (open-end investment company).

Ronald J. Abdow Trustee of the Trust
1400 Elm Street
West Springfield, MA 01089
Age: 67

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
176 Sewall Road
Wolfreboro, NH 03894
Age: 56

Retired; former adviser to Chairman (since 1997), Chairman and Chief
Executive Officer (1989-1996) and Director (1985-1996), The Stanley
Works (manufacturer of tools, hardware and specialty hardware
products); Director, Southern New England Telecommunications Corp. and
Perkin Elmer Corp.; Trustee (since 1999), Advisory Board Member
(1996-1999), MML Series Investment Fund (open-end investment company).

Mary E. Boland Trustee of the Trust
67 Market Street
Springfield, MA 01102
Age: 60

Attorney at Law, Egan, Flanagan and Cohen, P.C. (law firm),
Springfield, MA; Director (1995-1999), Trustee (until 1995), SIS Bank
(formerly, Springfield Institution for Savings); Director (since 1999),
SIS/Family Bank F.S.B. (formerly SIS Bank); Trustee (since 1973), MML
Series Investment Fund (open-end investment company).

David E.A. Carson Trustee of the Trust
850 Main Street
Bridgeport, CT 06604
Age: 64

Chairman and Chief Executive Officer (since 1997), President and Chief
Executive Officer (1985-1997), People's Bank; Director, United
Illuminating Co. (electric utility); Trustee, American Skandia Trust
(open-end investment company); Trustee (since 1999), Advisory Board
Member (1996-1999), MML Series Investment Fund (open-end investment
company).

-17-
<PAGE>

Richard G. Dooley* Trustee of the Trust
1295 State Street
Springfield, MA 01111
Age: 69

Consultant (since 1993), MassMutual; Director (since 1996), Investment
Technology Group Inc.; Director, The Advest Group, Inc. (financial services
holding company), HSB Group Inc. (formerly known as Hartford Steam Boiler
Inspection and Insurance Co.), Nellie Mae; Director, Kimco Realty Corp.
(shopping center ownership and management); Director (since 1993),
Jefferies Group, Inc. (financial services holding company); Vice Chairman
(since 1995), Chairman (1982-1995), Director (since 1974), MassMutual
Corporate Investors, and Vice Chairman (since 1995), Director (since 1988),
Chairman (1988-1995), MassMutual Participation Investors (closed-end
investment companies); Vice Chairman (since 1995), Chairman (1988-1995),
Turstee (since 1995) MML Series Investment Fund (open-end investment
company); Director (since 1996), Charter Oak Capital Management, Inc.

Richard W. Greene Trustee of the Trust
University Of Rochester
Rochester, NY 14627
Age: 63

Vice President for Investments and Treasurer (since 1998); Executive Vice
President and Treasurer (1986-1998), University of Rochester (private
university); Trustee (since 1999), Advisory Board Member (1996-1999), MML
Series Investment Fund (open-end investment company).

Beverly L. Hamilton Trustee of the Trust
515 South Flower Street
Los Angeles, CA 90017
Age: 52

President (since 1991), ARCO Investment Management Co.; Director,
Connecticut Natural Gas; Director, Emerging Markets Growth Fund (closed-end
investment company); Director (since 1997), United Asset Management Corp.
(investment management); Trustee (since 1999), Advisory Board Member
(1996-1999), MML Series Investment Fund (open-end investment company).

F. William Marshall, Jr. Trustee of the Trust
1441 Main Street
Springfield, MA 01102
Age: 57

Chairman, SIS/Family F.S.B. (formerly SIS Bank); President, Chief Executive
Officer and Director (1993-1999), SIS Bancorp, Inc. and SIS Bank (formerly,
Springfield Institution for Savings); Director (since 1999), People's
Heritage Financial Group; Chairman and Chief Executive Officer (1990-1993),
Bank of Ireland First Holdings, Inc. and First New Hampshire Banks; Trustee
(since 1996), MML Series Investment Fund (open-end investment company).

Charles J. McCarthy Trustee of the Trust
181 Eton Road
Longmeadow, MA 01106
Age: 75

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

John H. Southworth Trustee of the Trust
195 Eton Road
Longmeadow, MA 01106
Age: 71

-18-
<PAGE>

Chairman (since 1994), Southworth Company (manufacturer of paper and
calendars); Director (since 1995), Trustee (until 1995), SIS Bank
(formerly, Springfield Institution for Savings); Trustee, MML Series
Investment Fund (open-end investment company).

Stuart H. Reese President of the Trust
1295 State Street
Springfield, MA 01111
Age: 44

Chief Executive Director (since 1997), Executive Director (1996-1997),
Senior Vice President (1993-1997), MassMutual; President (since 1995),
Executive Vice President (1993-1995), MassMutual Corporate Investors and
MassMutual Participation Investors (closed-end investment companies);
Director (since 1996), Antares Capital Corporation (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 funds
sponsored by MassMutual); 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 (1994-1996), Pace Industries (aluminum
die caster); Advisory Board Member (since 1995), Kirtland Capital Partners;
President (since 1994), MML Series Investment Fund (open-end investment
company).

Michael D. Hays Chief Financial Officer of the Trust
1295 State Street
Springfield, MA 01111
Age: 55

Senior Vice President (since 1998, Senior Vice President and Actuary
(1986-1998), MassMutual.

Mary Wilson Kibbe Senior Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 45

Executive Director (since 1987), Senior Managing Director (1996-1997), Vice
President and Managing Director (1991-1996), MassMutual; Senior Vice
President (since 1996), HYP Management, Inc. (managing member of MassMutual
High Yield Partners LLC) and MMHC Investment, Inc. (investor in funds
sponsored by MassMutual); Senior Vice President (since 1994), MML Series
Investment Fund (open-end investment company); Vice President, MassMutual
Participation Investors and MassMutual Corporate Investors (closed-end
investment companies); Vice President (1991-1995), Oppenheimer Investment
Grade Bond Fund (open-end investment company).

Stephen L. Kuhn Vice President and Secretary of the Trust
1295 State Street
Springfield, MA 01111
Age: 52

Vice President and Deputy General Counsel (since 1998), MassMutual; Vice
President and Associate General Counsel (1992-1998), MassMutual; Vice
President and Secretary, MassMutual Participation Investors and MassMutual
Corporate Investors (closed-end investment companies); President,
MassMutual/Carlson CBO Incorporated; Assistant Secretary (since 1996),
Antares Capital Corporation (finance company); Chief Legal Officer and
Assistant Secretary (since 1995), DLB Acquisition Corporation (holding
company for investment advisers); Assistant Secretary (since 1997),
Oppenheimer Acquisition Corporation (holding company for investment
advisers); Vice President and Secretary (since 1989), MML Series Investment
Company (open-end investment company).

-19-
<PAGE>

Charles C. McCobb, Jr. Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 55

Managing Director (since 1997), MassMutual; Managing Director and Vice
President (1994-1997), Citicorp, Inc. (banking); Managing Director
(1985-1994), Aetna Life & Casualty Company (insurance company); Vice
President (since 1996), MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies).

Edmond F. Ryan Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 40

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

Vernon J. Meyer Vice President of the Trust
1295 State Street
Springfield, MA 01111
Age: 34

Vice President (since 1998); Second Vice President (1994-1998), Assistant
Vice President and Director (1993-1994), MassMutual.

Mark B. Ackerman Treasurer of the Trust
1295 State Street
Springfield, MA 01111
Age: 33

Investment Director (since 1996), Associate Investment Director
(1994-1996), MassMutual; Controller (1998), Treasurer (since 1998),
Associate Treasurer (1995-1997), MassMutual Participation Investors and
MassMutual Corporate Investors (closed-end investment companies);
Comptroller (since 1997), Associate Treasurer (1995-1996), MML Series
Investment Fund (open-end investment company); Vice President (since 1998),
HYP Management, Inc.; Controller (since 1998), MMCI Subsidiary Trust, MMPI
Subsidiary Trust (wholly-owned subsidiaries of MassMutual Corporate
Investors and MassMutual Participation Investors, respectively).

The Audit Committee makes recommendations to the Trustees as to the engagement
or discharge of the Trust's independent auditors, supervises investigations into
matters relating to audit functions, reviews with the Trust's independent
auditors the results of the audit engagement, and considers the audit fees. The
Nominating Committee consists of Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust or any adviser and considers making all
nominations for non-interested members of the Board of Trustees. The selection
and nomination of management nominees for such vacancies is committed to the
discretion of the Nominating Committee. The Investment Pricing Committee
determines the fair value of securities for which market quotations are not
readily available.

COMPENSATION
------------

The Trust, on behalf of each Fund, pays each of its Trustees who is not an
officer or employee of MassMutual a fee of $2,000 per quarter plus $2,000 per
meeting attended. Such Trustees who serve on the Audit Committee of the Trust
are paid an additional fee of $1,000 per year. Such Trustees who serve on the
Nominating Committee or the Investment Pricing Committee are paid an additional
fee of $500 per meeting attended. In addition, the Trust reimburses
out-of-pocket business travel expenses to such Trustees. Trustees who are
officers or employees of MassMutual receive no fees from the Trust.

-20-
<PAGE>

The following table discloses the compensation paid to the Registrant's
non-interested trustees for the 1998 fiscal year. The Registrant has no pension,
retirement, or deferred compensation plans. Each of the non-interested Trustees
also serve as a Trustee of one other registered, open-end investment company
managed by MassMutual. Total Compensation from Registrant and Fund Complex
reflects compensation paid in the 1998 fiscal year.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Name/Position Aggregate Total Compensation
Compensation from Registrant From Registrant and
Fund Complex
- --------------------------------------------------------------------------------------
<S> <C> <C>
Ronald J. Abdow $16,000 $32,000
Trustee
- --------------------------------------------------------------------------------------
Richard H. Ayers 17,000 34,000
Trustee
- --------------------------------------------------------------------------------------
Mary E. Boland 16,000 32,000
Trustee
- --------------------------------------------------------------------------------------
David E.A. Carson 18,000 32,000
Trustee
- --------------------------------------------------------------------------------------
Richard W. Greene 16,000 32,000
Trustee
- --------------------------------------------------------------------------------------
Beverly L. Hamilton 16,000 32,000
Trustee
- --------------------------------------------------------------------------------------
F. William Marshall, Jr. 16,000 32,000
Trustee
- --------------------------------------------------------------------------------------
Charles J. McCarthy 17,000 34,000
Trustee
- --------------------------------------------------------------------------------------
John H. Southworth 17,000 34,000
Trustee
- --------------------------------------------------------------------------------------
</TABLE>

The officers and Trustees of the Trust as a group own less than 1% of any series
of outstanding shares of the Trust.

The Trust's shareholders have the right, upon the declaration in writing or vote
of at least two-thirds of the votes represented by its outstanding shares, to
remove a Trustee. The Trustees shall call a meeting of shareholders to vote on
the removal of a Trustee upon the written request of the record holders of
shares representing at least 10% of all of the votes represented by all
outstanding shares of the Trust. In addition, whenever ten or more shareholders
of record who have been such for at least six months preceding the date of
application, and who hold in the aggregate either shares having a net asset
value of at least $25,000 or at least 1% of the Trust's outstanding shares,
whichever is less, shall apply to the Trustees in writing, stating that they
wish to communicate with other shareholders with a view to obtaining signatures
for a request for a meeting for the purpose of voting upon the question of
removal of any Trustee or Trustees and accompanied by the form of communication
and request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either: (1) afford to such applicants
access to a list of the names and addresses of all shareholders as recorded on
the books of the Trust; or (2) inform such applicants as to the approximate
number of shareholders of record, and the approximate cost of mailing to them
the proposed communication and form of request. If the Trustees elect to follow
the latter course, the Trustees, upon the written request of such applicants,
accompanied by a tender of the material to be mailed and of the reasonable
expenses of mailing, shall, with reasonable promptness, mail such material to
all shareholders of record at their addresses as recorded on the books of the
Trust, unless within five business days after such tender the Trustees shall
mail to such applicants and file with the SEC, together with a copy of the
material to be mailed, a written statement signed by at least a majority of the
Trustees to the effect that in their opinion either such material 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 or class, except that: (i) when required by the 1940 Act or
when

-21-
<PAGE>

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, Massachusetts 01111.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
---------------------------------------------------

MassMutual may be deemed a control person (as that term is defined in the 1940
Act) of the Trust in that certain of its separate investment accounts and its
provision of seed money for the Trust together constituted 100% of the shares of
the Class A and Class S shares of each Fund of the Trust as of [April 1,] 1999.

The following shareholders may be deemed control persons (as defined in 1940
Act) of the Trust in that they beneficially own more than 25% of the Class Y
shares of the Funds indicated [as of April 1], 1999: Novus International, Inc.,
530 Maryville Center Drive, St. Louis, Missouri 63141 owned 24.90% of the Class
Y Shares of the International Fund; Zen-Noh Grain Corporation, P.O. Box 39,
Mandeville, LA 70470-0089, owned 30.96% of the Class Y Shares of the Core Equity
Fund; Zen-Noh Corporation owned 63.86% of the Class Y Shares of the Balanced
Fund; Novus International, Inc. owned 25.42% of the International Equity Fund.

The following shareholders may be deemed principal holders of the Trust because
of their beneficial ownership of more than 5% of the Class Y Shares of certain
Funds: Novus International, Inc. owns 19.75% of the Small Cap Value Equity Fund,
CGB Enterprise, Inc., P.O. Box 249, Mandeville, LA 70470-0249, owns 12.59% of
the International Equity Fund and 15.24% of the Small Cap Value Equity Fund.

INVESTMENT MANAGER AND SUB-ADVISERS
-----------------------------------

INVESTMENT MANAGER

MassMutual serves as investment manager to each Fund pursuant to an Investment
Management Agreement with the Trust on behalf of each Fund dated May 3, 1999
(each an "Advisory Agreement"), with the exception of the International Equity
Fund, which agreement is dated September 30, 1994. Under each Advisory
Agreement, MassMutual is obligated to provide for the management of each Fund's
portfolio of securities and makes investment decisions with respect to the
purchase and sale of investments for the Prime Fund, the Short-Term Bond Fund,
the Core Bond Fund, the Prime and Core Bond Segments of the Balanced Fund, the
Diversified Bond Fund, the Growth Fund, the Mid Cap Growth Fund, the Small Cap
Value Equity Fund, and the International Equity Fund, subject to policies
established by the Trustees of the Trust and in accordance with each Fund's
investment objective, policies and restrictions as set forth herein and in the
Prospectus.

Each Advisory Agreement may be terminated at any time without the payment of any
penalty by the Trustees, or by vote of a majority of the outstanding shares of
the Fund, or by MassMutual, on sixty days' written notice. In addition, each
Advisory Agreement automatically terminates if it is assigned or if its
continuance is not specifically approved at least annually (1) by the
affirmative vote of a majority of the Trustees or by the affirmative vote of a
majority of the Fund's shares, and (2) by an affirmative vote of a majority of
the Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Trust. Under the terms of each Advisory Agreement, a Fund recognizes
MassMutual's control of the name "MassMutual" and the Trust agrees that its
right to use such name is non-exclusive and can be terminated by MassMutual at
any time. MassMutual's liability regarding its investment management obligations
and duties is limited to situations involving its willful misfeasance, bad
faith, gross negligence or reckless disregard of such obligations and duties.

MassMutual also serves as investment adviser to: MassMutual Corporate Investors
and MassMutual Participation Investors, closed-end management investment
companies; MML Money Market Fund, MML Equity Fund, MML Managed Bond Fund, MML
Blend Fund, MML Equity Index Fund, MML Small Cap Value Equity Fund, MML Growth
Equity Fund and MML Small Cap Growth Equity Fund, which are series of MML Series
Investment Fund, an open-end management investment company; certain wholly owned
subsidiaries of MassMutual; various private domestic and offshore investment
funds and partnerships; and various employee benefit plans and separate
investment accounts in which employee benefit plans invest.

The Trust, on behalf of each Fund, pays MassMutual an investment advisory fee
monthly, at an annual rate based upon the average daily net assets of that Fund
as follows: .35% for the Prime Fund, .40% for the Short-Term Bond Fund, .48% for
the Core Bond Fund, .50% for the Diversified Bond Fund, .48% for the Balanced
Fund, .50% for the

-22-
<PAGE>

Core Equity Fund, .58% for the Small Cap Value Equity Fund; .68% for the Growth
Equity Fund, .70% for the Mid Cap Growth Equity Fund, .82% for the Small Cap
Growth Equity Fund, and .85% for the International Equity Fund.

For the last three fiscal years, the Funds have paid the following amounts as
investment advisory fees to MassMutual pursuant to each Advisory Agreement:

Gross Waiver* Net
Prime Fund
Year ended 12/31/96 $ 1,150,292 ($ 89,223) $ 1,061,069
Year ended 12/31/97 $ 1,155,353 ($ 29,758) $ 1,125,595
Year ended 12/31/98 $ 1,143,154 -- $ 1,143,154

Short-Term Bond Fund
Year ended 12/31/96 $ 606,206 ($ 47,791) $ 558,415
Year ended 12/31/97 $ 769,014 ($ 18,246) $ 750,768
Year ended 12/31/98 $ 1,163,327 -- $ 1,163,327

Core Bond Fund
Year ended 12/31/96 $ 1,375,667 ($ 128,270) $ 1,247,397
Year ended 12/31/97 $ 1,869,877 ($ 49,361) $ 1,820,516
Year ended 12/31/98 $ 2,419,080 -- $ 2,419,080

Balanced Fund
Year ended 12/31/96 $ 2,271,174 ($ 203,071) $ 2,068,103
Year ended 12/31/97 $ 2,799,328 ($ 74,994) $ 2,724,334
Year ended 12/31/98 $ 3,182,481 -- $ 3,182,481

Core Equity Fund
Year ended 12/31/96 $10,377,627 ($1,077,667) $ 9,299,960
Year ended 12/31/97 $13,063,454 ($ 391,015) $12,672,439
Year ended 12/31/98 $15,182,885 -- $15,182,885

Small Cap Value Equity Fund
Year ended 12/31/96 $ 2,298,488 ($ 182,305) $ 2,116,183
Year ended 12/31/97 $ 3,149,017 ($ 65,671) $ 3,083,346
Year ended 12/31/98 $ 3,775,176 -- $ 3,775,176

International Equity Fund
Year ended 12/31/96 $ 2,398,114 ($ 196,769) $ 2,201,345
Year ended 12/31/97 $ 4,149,537 ($ 50,753) $ 4,098,784
Year ended 12/31/98 $ 5,327,317 -- $ 5,327,317

*MassMutual's voluntary agreement to waive a portion of its management fee
terminated May 1, 1997. See "Financial Highlights" in the Prospectus.

The Diversified Bond Fund, the Growth Equity Fund, the Mid Cap Growth Equity
Fund and the Small Cap Growth Equity Fund commenced operations on May 1, 1999.

AFFILIATED INVESTMENT SUB-ADVISERS

Babson is a wholly-owned subsidiary of DLB Acquisition Corporation, an indirect,
controlled subsidiary of MassMutual. HarbourView is a wholly owned subsidiary of
OppenheimerFunds, Inc. ("OFI"), which is a wholly owned subsidiary of
Oppenheimer Acquisition Corporation, a holding company owned in part by senior
management of OFI and ultimately controlled by MassMutual. MFS is an indirect,
wholly-owned subsidiary of Sun Life Assurance Company of Canada. MAS is a
subsidiary of MSDW Investment Management and an indirect subsidiary of Morgan
Stanley Dean Witter & Co. MassMutual, Babson, HarbourView, MFS, MAS, J.P. Morgan
and Waddell & Reed are each registered with the SEC as investment advisers.

MassMutual pays to Babson a sub-advisory fee equal to an annual rate of .13% of
the average daily net asset value of the Core Equity Fund, .13% of the average
daily net asset value of the Core Equity Segment of the Balanced Fund and .25%
of the average daily net asset value of the Small Cap Value Equity Fund.
MassMutual pays to

-23-
<PAGE>

HarbourView a sub-advisory fee equal to an annual rate of .50% of the average
daily net asset value of the International Equity Fund.

Securities held by the Funds are also frequently held by MassMutual investment
accounts and by other investment companies and accounts for which MassMutual,
Babson or HarbourView act as investment adviser or sub-adviser. If the same
security is purchased or sold for any Fund and such accounts or companies at or
about the same time, such purchases or sales normally will be combined, to the
extent practicable, and will be allocated as nearly as practicable on a pro rata
basis in proportion to the amounts to be purchased or sold for each. In
determining the amounts to be purchased and sold, the main factors to be
considered will be the investment objectives of the respective portfolios, the
relative size of portfolio holdings of the same or comparable security,
availability of cash for investment by the various portfolios and the size of
their respective investment commitments. It is believed that the ability of the
Funds to participate in larger volume transactions will, in most cases, produce
better execution for the Funds. In some cases, however, this procedure could
have a detrimental effect on the price and amount of a security available to a
Fund or the price at which a security may be sold. It is the opinion of the
Trust's management that such execution advantage and the desirability of
retaining MassMutual, Babson, and HarbourView as advisers of the Funds outweigh
the disadvantages, if any, which might result from this procedure.

UNAFFILIATED INVESTMENT ADVISERS

MFS is an indirect, wholly-owned subsidiary of Sun Life Assurance Company of
Canada, and is registered with the SEC as an investment adviser. MFS is
sub-adviser for the Growth Equity Fund. MassMutual pays to MFS a sub-advisory
fee equal to an annual rate of [.40% on the first $300 million of aggregate net
assets under management, .37% on the next $300 million of aggregate net assets
under management, .32% on the next $500 million of aggregate net assets under
management, and .25% on aggregate net assets in excess of $1.5 billion of
aggregate net assets under management.] As used in this section, aggregate net
assets under management means the aggregate of (i) average daily net assets of
the specified Fund, plus (ii) the average daily net assets of all other funds or
accounts of MassMutual or its affiliates, including other funds registered under
the 1940 Act, for which the sub-adviser provides investment sub-advisory
services. MFS also provides investment sub-advisory services for MML Growth
Equity Fund, a series of MML Series Investment Fund, an open-end investment
company for which MassMutual acts as investment manager.

MAS is a subsidiary of Morgan Stanley Dean Witter Investment Management Inc. and
is registered with the SEC as an investment adviser. MAS is sub-adviser for Mid
Cap Growth Equity Fund. MassMutual pays to MAS a sub-advisory fee equal to an
annual rate of .55% on the first $150 million of aggregate net assets under
management, and .50% on aggregate net assets in excess of $140 million. MAS does
not provide any such services for other funds managed by MassMutual.

J.P. Morgan and Waddell & Reed both act as sub-advisers for Small Cap Growth
Equity Fund, and both are registered with the SEC as investment advisers. Each
sub-adviser will manage 50% of the net assets of the Fund's portfolio.
Initially, each sub-adviser will be allocated their portion of the Fund's net
assets based on cash flow received by the Fund. Annually, the Fund's portfolio
will be rebalanced so that each sub-adviser's allocation is 50% of the net
assets. MassMutual pays J.P. Morgan an investment sub-advisory fee at an annual
rate of .60% on the first $100 million of aggregate net assets under management
and .50% on aggregate net assets in excess of $200 million. MassMutual pays
Waddell & Reed an investment sub-advisory fee at an annual rate of .75% on the
first $100 million of aggregate net assets under management and, thereafter,
.70% on aggregate net assets in excess of $100 million. J.P. Morgan and Waddell
& Reed both provide sub-advisory services for MML Small Cap Growth Equity Fund,
a series of MML Series Investment Fund, an open-end investment company for which
MassMutual acts as investment manager.

YEAR 2000 ISSUE

Like other businesses and governments around the world, the Trust could be
adversely affected if the computer systems used by MassMutual (and those with
which it does business on behalf of the Trust) and the Trust's other service
providers do not properly recognize the Year 2000. This is commonly known as
"Year 2000 issue." In 1996, MassMutual began an enterprise-wide process of
identifying, evaluating and implementing changes to computer systems and
applications software to address the Year 2000 issue. MassMutual has informed
the Trust that this is one of MassMutual's highest business operational
priorities. MassMutual is addressing the Year 2000 issue internally with
modifications to existing programs and conversions to new programs. MassMutual
is also seeking assurances from vendors, service providers, including a Fund's
investment sub-adviser, and others with which MassMutual and the Trust conduct
business in order to identify and resolve Year 2000 issues.

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<PAGE>

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

MassMutual has entered into a separate administrative services agreement (each
an "Administrative Services Agreement") with each Fund pursuant to which
MassMutual is obligated to provide all necessary administrative and shareholder
services and to bear some Class expenses, such as federal and state registration
fees, printing and postage. MassMutual may, at its expense, employ others to
supply all or any part of the services to be provided to the Funds pursuant to
the Administrative Services Agreements. The Trust, on behalf of each Fund, pays
MassMutual an administrative services fee monthly at an annual rate based upon
the average daily net assets of the applicable class of shares of the Fund which
range from .2932% to .4075% for Class A shares; .0823% to .3845% for Class Y
shares; .0774% to .3545% for Class S shares and .2932% to .5345% for Class L
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 and is compensated by MassMutual
for providing administrative services to the Funds.

For the last three fiscal years, the Funds have paid the following amounts as
administrative services fees to MassMutual pursuant to each Administrative
Services Agreement:

Prime Fund
Year ended 12/31/96 $208,805
Year ended 12/31/97 $209,004
Year ended 12/31/98 $198,633

Short-Term Bond Fund
Year ended 12/31/96 $106,637
Year ended 12/31/97 $134,919
Year ended 12/31/98 $201,862

Core Bond Fund
Year ended 12/31/96 $258,828
Year ended 12/31/97 $348,743
Year ended 12/31/98 $418,822

Balanced Fund
Year ended 12/31/96 $431,541
Year ended 12/31/97 $527,470
Year ended 12/31/98 $550,978

Core Equity Fund
Year ended 12/31/96 $2,088,712
Year ended 12/31/97 $2,594,600
Year ended 12/31/98 $2,623,373

Small Cap Value Equity Fund
Year ended 12/31/96 $361,815
Year ended 12/31/97 $490,532
Year ended 12/31/98 $534,899

International Equity Fund
Year ended 12/31/96 $275,670
Year ended 12/31/97 $467,044
Year ended 12/31/98 $486,162

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

The Trust's shares are continuously distributed by OppenheimerFunds Distributor,
Inc. (the "Distributor"), located at Two World Trade Center, New York, New York
10048, pursuant to an Amended and Restated Distribution Agreement with the Trust
dated May 3, 1999 (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 Funds. MML Investors Services,
Inc. serves as the sub-distributor (the "Sub-Distributor") to the Trust pursuant
to an agreement with the Distributor dated September 8, 1994. MassMutual
ultimately has a controlling interest in the Distributor. The Sub-Distributor is
a wholly-owned subsidiary of MassMutual.

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

-25-
<PAGE>

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 PLANS
---------------------

The Trust has adopted, with respect to the Class A shares of each Fund, a
Service Plan and Agreement (each such plan, a "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 Plans, by vote cast in
person at a meeting called for the purpose of voting on such Plans, approved the
Plans on August 4, 1997 for the Prime Fund, Short-Term Bond Fund, Core Bond
Fund, Balanced Fund, Core Equity Fund, Small Cap Value Equity Fund and
International Equity Fund, and on February 1, 1999 for the Diversified Bond
Fund, Growth Equity Fund, Mid Cap Growth Equity Fund and Small Cap Growth Equity
Fund. Under the terms of each Plan, the Trust is permitted to compensate, out of
the assets attributable to the Class A shares of the applicable 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 Class A service plans are of a
type known as a compensation plan. This means that although the Trustees are
expected to take into account the expenses of the Adviser, the fees are payable
to compensate the Adviser for services rendered even if the amounts paid by a
Fund exceeds the Adviser's expenses. The Servicing Fee may be spent by
MassMutual on personal services rendered to Class A shareholders of a Fund
and/or maintenance of 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 agents or employees of
MassMutual, the Distributor or Sub-Distributor, pension consultants or
participating or introducing brokers and other financial intermediaries who
assist investors in completing account forms and selecting dividend and other
account options; who aid in the processing of 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 Class A
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 issue account
statements to Class A shareholders; who furnish shareholder sub-accounting; who
forward communications from a Fund to Class A shareholders; who render advice
regarding particular shareholder account options offered by a Fund in light of
shareholder needs; who provide and maintain elective shareholder services; who
provide and maintain pre-authorized investment plans for Class A shareholders;
who respond to inquiries from Class A shareholders relating to such services;
and/or who provide such similar services as permitted under applicable statutes,
rules or regulations.

Each 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.

Each 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.
Each 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. Each 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 Plans will qualify as "service fees" and therefore
will not be limited by NASD rules.

Under the 12b-1 plans for Class A shares of the Funds, the Trust paid service
fees in 1998 of approximately $292 for the Prime Fund, $315 for the Short-Term
Bond Fund, $341 for the Core Bond Fund, $414 for the Balanced Fund, $522 for the
Core Equity Fund, $458 for the Small Cap Value Equity Fund, and $345 for the
International Equity Fund, all of which was paid to MassMutual.

Waivers of the Class A Contingent Deferred Sales Charges

Class A shares purchased by the following Investors are not subject to any Class
A Contingent Deferred Sales Charge:

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

Class A shares issued or purchased in the following transactions are not subject
to the Class A Contingent Deferred Sales Charge:

(1) shares issued in plans of reorganization, such as mergers;
(2) asset acquisitions and exchange offers to which any Fund is a party;
(3) shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Adviser or its
affiliates act as sponsor.

Class A Contingent Deferred Sales Charge is also waived if shares that would
otherwise by 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); and
(3) for distributions from a retirement plan 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 under the plan; (e) under
a qualified domestic relations order, as defined in the Code; (f) to
meet 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 the Adviser or its subsidiaries) offered as an investment
option in a plan in which the Funds are also offered as investment
options under a special arrangement with the Adviser; or (k) plan
termination or "in-service distributions" if the redemption proceeds
are rolled over directly to an individual retirement account the assets
of which are invested in the Trust.

-26-
<PAGE>

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

IBT, located at 200 Clarendon Street, Boston, Massachusetts 02116, is the
custodian of the Funds' investments (the "Custodian") and is the Funds' transfer
agent and dividend disbursing agent (the "Transfer Agent"). As custodian, IBT
has custody of the Funds' securities and maintains certain financial and
accounting books and records. The Custodian and the Transfer Agent do not assist
in, and are not responsible for, the investment decisions and policies of the
Funds.

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

_______________________________ is the Trust's independent public accountant.

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

Purchases and sales of securities on a securities exchange are effected by
brokers, and each Fund which purchases or sells securities on a securities
exchange pays a brokerage commission for this service. In transactions on stock
exchanges in the United States, these commissions are negotiated, whereas on
many foreign stock exchanges these commissions are fixed. In the
over-the-counter markets, securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.

The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. Each adviser attempts to achieve this result by selecting
broker-dealers to execute portfolio transactions on the basis of their
professional capability, the value and quality of their brokerage services and
the level of their brokerage commissions.

Under each Advisory Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, an adviser may cause a Fund to pay a
broker-dealer which provides brokerage and research services to the adviser an
amount of commission for effecting a securities transaction for a Fund in excess
of the amount other broker-dealers would have charged for the transaction if the
adviser determines in good faith that the greater commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker-dealer viewed in terms of either a particular transaction or
the adviser's overall responsibilities to the Trust and to its other clients.
The term "brokerage and research services" includes: advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto such as clearance and settlement.

Although commissions paid on every transaction will, in the judgment of the
adviser, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers (except the Distributor) who were selected to execute
transactions on behalf of the Trust and the adviser's other clients in part for
providing advice as to the availability of securities or of purchasers or
sellers of securities and services in effecting securities transactions and
performing functions incidental thereto such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other factual
information or services ("Research") to an adviser for no consideration other
than brokerage or underwriting commissions. Securities may be bought or sold
through such broker-dealers, but at present, unless otherwise directed by the
Trust, a commission higher than one charged elsewhere will not be paid to such a
firm solely because it provided Research to the adviser. Research provided by
brokers is used for the benefit of all of the adviser's clients and not solely
or necessarily for the benefit of the Trust. The adviser attempts to evaluate
the quality of Research provided by brokers. Results of this effort are
sometimes used by the adviser as a consideration in the selection of brokers to
execute portfolio transactions. The investment advisory fee that the Trust pays
on behalf of each Fund to MassMutual will not be reduced as a consequence of an
adviser's receipt of brokerage and research services. To the extent the Trust's
portfolio transactions are used to obtain such services, the brokerage
commissions paid by the Trust will exceed those that might otherwise be paid, by
an amount which cannot now be determined. Such services would be useful and of
value to an adviser in serving both the Trust and other clients and, conversely,
such services obtained by the

-27-
<PAGE>

placement of brokerage business of other clients would be useful to an adviser
in carrying out its obligations to the Trust.

Brokerage commissions paid by the Funds for the fiscal years ended December 31,
1998, December 31, 1997, and December 31, 1996, respectively, were as follows:
Balanced Fund $212,554.36, $174,902, and $115,756; Core Equity Fund
$1,030,560.95, $1,494,262, and $933,716; Small Cap Value Equity Fund
$638,429.88, $423,705, and $430,964; and International Equity Fund
$2,377,044.12, $2,025,648, and $1,103,103. Approximately $8,193 and $35,000 of
the brokerage commissions paid by the Fund for the fiscal years ended December
31, 1998 and 1997, respectively, were paid to Jefferies & Co., Inc.
("Jefferies") and Advest, Inc.. Jefferies and Advest, Inc. are wholly-owned
subsidiaries of a company for which one Trustee serves as a director.

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

A Shareholder Investment Account is established for each Investor in the Funds.
Each account contains a record of the shares of each Fund maintained by the
Transfer Agent. No share certificate will be issued. Whenever a transaction
takes place in the Shareholder Investment Account, the Investor will be mailed a
statement showing the transaction and the status of the account.

DESCRIPTION OF SHARES
---------------------

The Trust is a series 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 is
authorized to create new series and classes without shareholder approval. To
date shares of sixteen separate series have been authorized, eleven of which
constitute the interests in the Funds described in the Prospectus. Shares of
each Fund entitle their holder to one vote for each dollar (or proportionate
fractional vote for each fraction of a dollar) of net asset value per share of
each Fund or class for each share held as to any matter on which such shares are
entitled to vote.

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 is unable to meet its
obligations.

REDEMPTION OF SHARES
--------------------

With respect to each Fund, the Trustees may suspend the right of redemption,
postpone the date of payment or suspend the determination of net asset value (a)
for any period during which the 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 a Fund's net assets.

-28-
<PAGE>

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

The net asset value per share of each Fund is determined by the Custodian at
4:00 p.m., Eastern Time, on each day the NYSE is open for trading and the
Custodian is open for business. The NYSE 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.

Equity securities are valued on the basis of valuations furnished by a pricing
service, authorized by the Board of Trustees, which provides the last reported
sale price for securities listed on a national securities exchange or on the
NASDAQ National Market System, or in the case of over-the-counter securities not
so listed, the last reported bid price. Debt securities (other than short-term
obligations with a remaining maturity of sixty days or less) are valued on the
basis of valuations furnished by a pricing service, authorized by the Board of
Trustees, which determines valuations taking into account appropriate factors
such as institutional-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics and other
market data. Money market obligations with a remaining maturity of sixty days or
less are valued at amortized cost unless such value does not represent fair
value. All other securities and other assets, including debt securities the
prices for which supplied by a pricing agent are deemed by MassMutual not to be
representative of market values, but excluding money market instruments with a
remaining maturity of sixty days or less and including some restricted
securities and securities for which no market quotation is available, are valued
at fair value in accordance with procedures approved by and determined in good
faith by the Trustees, although the actual calculation may be done by others.

Portfolio securities traded on more than one U.S. national securities exchange
or foreign securities exchange are valued at the last price on the business day
as of which such value is being determined at the close of the exchange
representing the principal market for such securities. All assets and
liabilities expressed in foreign currencies will be converted into U.S. dollars
at the mean between the buying and selling rates of such currencies against U.S.
dollars last quoted by any major bank. If such quotations are not available, the
rate of exchange will be determined in accordance with policies established by
the Trustees.

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

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

The yield of the Prime Fund, the Short-Term Bond Fund, the Core Bond Fund and
the Diversified Bond Fund, as well as total return figures for all of the Funds,
may be provided in reports, sales literature and advertisements. Any performance
information with respect to any class of Fund shares will be provided net of any
Fund expenses for that class.

Yield for each class of shares of such Funds will be based upon a stated 30-day
period and will be computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last day
of the period, according to the following formula:

YIELD = 2[(a - b + 1)6 - 1]
-----
cd

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements,
if any).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price (which is the net asset value)
per share on the last day of the period.

Set forth below is the yield for Class S shares of the Prime Fund, Short-Term
Bond Fund and Core Bond Fund for the 30-day period ended December 31, 1998. The
Diversified Bond Fund commenced operations as of May 3, 1999.

-29-
<PAGE>

Yield for the 30-Day Period Ended December 31, 1998
Class S Shares* (Unaudited)

Fund Yield

Prime Fund 5.41%
Short-Term Bond Fund 4.89%
Core Bond Fund 5.69%

*Yield for Class A, Y and S shares may differ due to different expense
structures. Class L shares had not been established as of December 31, 1998.

Each of the Funds may also advertise its total return for each class of shares.
Total return quotations will be based upon a stated period and will be computed
by determining the average annual compounded rate of return over the stated
period that would equate an initial amount invested to the ending redeemable
value of the investment (assuming reinvestment of all distributions), according
to the following formula:
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
ERV = made at the beginning of the stated period.

The Funds may show total return calculated without giving effect to the
voluntary partial waiver of management fee by MassMutual, which terminated May
1, 1997 ("Standardized Total Return Without Reduction in Management Fee"). See
"Financial Highlights" in the Prospectus. Each investment performance figure
will be carried to the nearest hundredth of one percent.

A Fund's yield or total return is not fixed or guaranteed and the Fund's
principal is not insured. Investment performance quotations should not be
considered to be representations of the performance for any period in the
future. The yield is a function of available interest rates on securities in
which the Fund invests, which can be expected to fluctuate, as well as of the
quality, maturity and types of portfolio instruments held by the Fund and of the
Fund's operating expenses. The yield may be affected if, through net sales of
its shares, there is a net investment of new money in the Fund which the Fund
invests at returns different from those being earned on current portfolio
instruments. Yield may also vary if the Fund experiences net redemptions, which
may require the disposition of some of the Fund's current portfolio instruments.
Total return is a function of the value of the Fund's portfolio securities over
time, which may be expected to fluctuate, as well as of income earned by the
Fund on such securities and of the Fund's operating expenses.

-30-
<PAGE>

Average Annual Total Return for the periods ended December 31, 1998.
- ---------------------------

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

1 YEAR

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------

Class A Class Y Class S
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.60% 5.14% 5.39%
- ------------------------------------------------------------------------------------------

Short-Term Bond Fund and its predecessor SIA F 5.75% 6.12% 6.29%
- ------------------------------------------------------------------------------------------

Core Bond Fund and its predecessor SIA E 7.75% 8.25% 8.44%
- ------------------------------------------------------------------------------------------

Balanced Fund and its predecessor SIA M 12.78% 13.23% 13.50%
- ------------------------------------------------------------------------------------------

Core Equity Fund and its predecessor SIA A 15.96% 16.49% 16.75%
- ------------------------------------------------------------------------------------------

Small Cap Value Equity Fund and its predecessor SIA S -9.58% -9.25% -9.02%
- ------------------------------------------------------------------------------------------

International Equity Fund and its predecessor SIA I 4.40% 4.84% 5.05%
- ------------------------------------------------------------------------------------------
</TABLE>

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

3 YEARS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------

Class A Class Y Class S
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.63% 5.11% 5.34%
- ---------------------------------------------------------------------------------------------

Short-Term Bond Fund and its predecessor SIA F 5.60% 6.03% 6.23%
- ---------------------------------------------------------------------------------------------

Core Bond Fund and its predecessor SIA E 6.27% 6.75% 6.96%
- ---------------------------------------------------------------------------------------------

Balanced Fund and its predecessor SIA M 14.25% 14.74% 14.99%
- ---------------------------------------------------------------------------------------------

Core Equity Fund and its predecessor SIA A 21.10% 21.63% 21.89%
- ---------------------------------------------------------------------------------------------

Small Cap Value Equity Fund and its predecessor SIA S 14.35% 14.81% 15.06%
- ---------------------------------------------------------------------------------------------

International Equity Fund and its predecessor SIA I 12.25% 12.73% 12.96%
- ---------------------------------------------------------------------------------------------
</TABLE>

-31-
<PAGE>

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

5 YEARS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------

Class A Class Y Class S
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.46% 4.93% 5.16%
- --------------------------------------------------------------------------------------------

Short-Term Bond Fund and its predecessor SIA F 5.16% 5.60% 5.82%
- --------------------------------------------------------------------------------------------

Core Bond Fund and its predecessor SIA E 6.24% 6.72% 6.93%
- --------------------------------------------------------------------------------------------

Balanced Fund and its predecessor SIA M 12.84% 13.33% 13.57%
- --------------------------------------------------------------------------------------------

Core Equity Fund and its predecessor SIA A 19.14% 19.65% 19.91%
- --------------------------------------------------------------------------------------------

Small Cap Value Equity Fund and its predecessor SIA S 11.10% 11.57% 11.81%
- --------------------------------------------------------------------------------------------

International Equity Fund and its predecessor SIA I 6.88% 7.35% 7.57%
- --------------------------------------------------------------------------------------------
</TABLE>

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

10 YEARS (or since inception)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------

Class A Class Y Class S
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.89% 5.36% 5.58%
- -------------------------------------------------------------------------------------------

Short-Term Bond Fund and its predecessor SIA F N/A N/A N/A
- -------------------------------------------------------------------------------------------

Core Bond Fund and its predecessor SIA E 8.42% 8.90% 9.12%
- -------------------------------------------------------------------------------------------

Balanced Fund and its predecessor SIA M 12.19% 12.67% 12.91%
- -------------------------------------------------------------------------------------------

Core Equity Fund and its predecessor SIA A 15.71% 16.21% 16.46%
- -------------------------------------------------------------------------------------------

Small Cap Value Equity Fund and its predecessor SIA S 12.23% 12.71% 12.95%
- -------------------------------------------------------------------------------------------

International Equity Fund and its predecessor SIA I N/A N/A N/A
- -------------------------------------------------------------------------------------------
</TABLE>

PERFORMANCE COMPARISONS

From time-to-time and only to the extent the comparison is appropriate for the
Funds, the Trust may quote the performance of the Funds in advertising and other
types of literature and may compare the performance of the Funds to the
performance of various indices and investments for which reliable performance
data is available. The performance of the Funds 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 Funds may be compared, in reports and
promotional literature, to the S&P 500 Index, the Russell 2000 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
Intermediate Aggregate 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, Morgan Stanley Capital International Index for Europe, Australasia and
the Far East ("MSCI EAFE Index"), or other appropriate managed or unmanaged
indices of the performance of various types of investments, so that investors
may compare a 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.

-32-
<PAGE>

The Trust also may use the following information in advertisements and other
types of literature, but only to the extent the information is appropriate for
the Funds: (1) the Consumer Price Index may be used to assess the real rate of
return from an investment in a Fund; (2) other government statistics, including,
but not limited to, The Survey of Current Business, may be used to illustrate
investment attributes of a 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 a 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 a 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.

Each of 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. Any such comparisons may
be useful to investors who wish to compare a 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 a Fund
has been assigned a rating by a NRSRO, such as S&P. Such rating would assess the
creditworthiness of the investments held by such 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 a Fund's performance with other investments
which are assigned ratings by NRSROs. Any such comparisons may be useful to
investors who wish to compare a 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.

TAXATION
--------

Each Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). In order to qualify as a "regulated investment company," a
Fund must, among other things: (a) derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities, or foreign currencies, and other
income (including gains from forward contracts) derived with respect to its
business of investing in such stock, securities, or currencies; 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 a Fund
fails to qualify as a regulated investment company, it will be treated as an
ordinary corporation for federal income tax purposes.

As a regulated investment company electing to have its tax liability determined
under Subchapter M, in general a Fund will not be subject to federal income tax
on its ordinary income or capital gains that are distributed. As a Massachusetts
business trust, a Fund under present law will not be subject to any excise or
income taxes imposed by Massachusetts.

An excise tax at the rate of 4% will be imposed on the excess, if any, of each
Fund's "required distribution" over its actual distributions in any calendar
year. Generally, the "required distribution" is 98% of the Fund's ordinary
income for the calendar year plus 98% of its capital gain net income recognized
during the one-year period ending on October 31 (or December 31, if the Fund so
elects) plus undistributed amounts from prior years. Each Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by a Fund during October, November or December to shareholders of
record on a date in any such month and paid by the Fund during the following
January will be treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which declared.

-33-
<PAGE>

Except in the case of certain shareholders eligible for preferential tax
treatment, e.g., qualified retirement or pension trusts, shareholders of each
Fund will be subject to federal income taxes on distributions made by the Fund
whether received in cash or additional shares of the Fund. Distributions by each
Fund of net income and short-term capital gains, if any, will be taxable to
shareholders as ordinary income. Designated distributions of long-term capital
gains, if any, will be taxable to shareholders as long-term capital gains,
without regard to how long a shareholder has held shares of the Fund. 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 a Fund from sources outside the
United States might be subject to foreign taxes which are withheld at the
source. The effective rate of these foreign taxes cannot be determined in
advance because it depends on the specific countries in which its assets will be
invested, the amount of the assets invested in each such country and the
possible applicability of treaty relief.

The International Equity Fund may be eligible to make an election under Section
853 of the Code so that any of its shareholders subject to federal income taxes
will be able to claim a credit or deduction on their income tax returns for, and
will be required to treat as part of the amounts distributed to them, their pro
rata portion of qualified taxes paid by the Fund to foreign countries. The
ability of shareholders of the Fund to claim a foreign tax credit is subject to
certain limitations imposed by Section 904 of the Code, which in general limits
the amount of foreign tax that may be used to reduce a shareholder's U.S. tax
liability to that amount of U.S. tax which would be imposed on the amount and
type of income in respect of which the foreign tax was paid. In addition, the
ability of shareholders to claim a foreign tax credit is subject to a holding
period requirement. A shareholder who for U.S. income tax purposes claims a
foreign tax credit in respect of Fund distributions may not claim a deduction
for foreign taxes paid by the Fund, regardless of whether the shareholder
itemizes deductions. Also, under Section 63 of the Code, no deduction for
foreign taxes may be claimed by shareholders who do not itemize deductions on
their federal income tax returns. It should also be noted that a tax-exempt
shareholder, like other shareholders, will be required to treat as part of the
amounts distributed to it a pro rata portion of the income taxes paid by the
Fund to foreign countries. However, that income will generally be exempt from
U.S. taxation by virtue of such shareholder's tax-exempt status and such a
shareholder will not be entitled to either a tax credit or a deduction with
respect to such income. The International Equity Fund will notify shareholders
each year of the amount of dividends and distributions and the shareholder's pro
rata share of qualified taxes paid by the Fund to foreign countries. Investment
by a Fund in "passive foreign investment companies" could subject the Fund to a
U.S. federal income tax or other charge on the proceeds from the sale of its
investment in such a company; however, this tax can be avoided by making an
election to mark such investments to market annually or to treat the passive
foreign investment company as a "qualified electing fund."

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders subject to federal income taxes may realize gains and
losses on these transactions. If shares have been held for more than one year,
gain or loss realized will be long-term capital gain or loss, provided the
shareholder holds the shares as a capital asset. 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 long-term 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
a Fund, and any special tax considerations associated with foreign investments
of the Fund, should be examined by investors with regard to their own tax
situation.

A Fund's transactions in foreign currency-denominated debt instruments and its
hedging activities will likely produce a difference between its book income and
its taxable income. This difference may cause a portion of the Fund's
distributions of book income to constitute returns of capital for tax purposes
or require the Fund to make distributions exceeding book income in order to
permit the Fund to continue to qualify, and be taxed under Subchapter M of the
Code, as a regulated investment company.

Under federal income tax law, a portion of the difference between the purchase
price of zero-coupon securities in which a Fund has invested and their face
value ("original issue discount") is considered to be income to the Fund each
year even though the Fund will not receive cash interest payments from these
securities. This original issue discount (imputed income) will make up a part of
the net investment income of the Fund which must be distributed to shareholders
in order to maintain the qualification of the Fund as a regulated investment
company and to avoid federal income tax at the level of the Fund.

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

-34-
<PAGE>

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.

GLOSSARY
--------

Currency Transactions: include forward currency contracts, exchange listed
currency futures, exchange listed and OTC options on currencies, and currency
swaps. A forward currency contract involves a privately negotiated obligation
to purchase or sell (with delivery generally required) a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap.

Duration: indicates how interest rate changes will affect a debt instrument's
price. As a measure of a fixed-income security's cash flow, duration is an
alternative to the concept of "term to maturity" in assessing the price
volatility associated with changes in interest rates. Generally, the longer the
duration, the more volatility an investor should expect. For example the market
price of a bond with a duration of two years would be expected to decline 2% if
interest rates rose 1%. Conversely, the market price of the same bond would be
expected to increase 2% if interest rates fell 1%. The market price of a bond
with a duration of four years would be expected to increase or decline twice as
much as the market price of a bond with a two-year duration. Duration measures a
security's maturity in terms of the average time required to receive the present
value of all interest and principal payments as opposed to its term to maturity.
The maturity of a security measures only the time until final payment is due; it
does not take account of the pattern of a security's cash flow over time, which
would include how cash flow is affected by prepayments and by changes in
interest rates. Incorporating a security's yield, coupon interest payments,
final maturity and option features into one measure, duration is computed by
determining the weighted average maturity of a bond's cash flows, where the
present values of the cash flows serve as weights. Determining duration may
involve the Adviser's estimates of future economic parameters, which may vary
from actual future values.

Investor: include 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 and is hereinafter referred to as Investor or
collectively referred to as Investors.

NRSRO: means a nationally recognized statistical rating organization. For a
description of the ratings of two NRSROs, Standard & Poor's Ratings Group
("S&P") and Moody's Investors Service, Inc. ("Moody's"), see the Appendix to the
SAI. For example, the four investment grade ratings in descending order for debt
securities as rated by Moody's are Aaa, Aa, A and Baa -- including Baa3. The
four investment grade ratings for debt securities as rated by S&P are AAA, AA, A
and BBB -- including BBB-. For commercial paper, Moody's two highest ratings are
P-1 and P-2 and S&P's two highest ratings are A-1 and A-2.

U.S. Government Securities: include obligations issued, sponsored, assumed and
guaranteed as to principal and interest by the Government of the United States,
its agencies and instrumentalities, and securities backed by such obligations,
including FHA/VA guaranteed mortgages.

The name MassMutual Institutional Funds is the designation of the Trustees under
a Declaration of Trust dated May 28, 1993, as amended from time to time. The
obligations of such Trust are not personally binding upon, nor shall resort be
had to the property of any of the Trustees, shareholders, officers, employees or
agents of such Trust, but only the property of the relevant Fund shall be bound.

-35-
<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES RATINGS

Although the ratings of fixed-income securities by S&P and 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. Issues assigned the highest
rating of A 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. The A-1 and A-2 categories are described
as follows:

A-1 This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong
safety characteristics will be noted with a plus (+) sign designation.

A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

Moody's employs three designations, all judged to be investment grade, to
indicate the relative repayment ability of rated issuers. The two highest
designations are as follows:

Issuers (or supporting institutions) rated Prime-1 (or P-1) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 (or
P-1) repayment ability will normally be evidenced by many of the following
characteristics:

S Leading market positions in well-established industries.
S High rates of return on funds employed.
S Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
S Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
S Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers (or supporting institutions) rated Prime-2 (or P-2) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, may be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

Bond Ratings:

S&P describes its four highest ratings for corporate debt as follows:

AAA Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA Debt rated AA has a very strong capacity to pay interest and repay
principal and 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.

The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

Moody's describes its four highest corporate bond ratings as follows:

Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

-36-
<PAGE>

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 long-term risks appear somewhat
larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment attributes and
may be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment 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 Caa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

-37-
<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.

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

Item 23: Exhibits
- ------------------------------------------

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

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

Exhibit C: None.

Exhibit D:

(1) Copy of Investment Management Agreement between each of Registrant's series
and Massachusetts Mutual Life Insurance Company ("MassMutual")./1/

(2) Copy of specimen Investment Sub-Advisory Agreements between MassMutual and
David L. Babson and Company, Inc ("Babson")./3/

(3) Copy of Investment Sub-Advisory Agreement between MassMutual and HarbourView
Asset Management Corporation ("HarbourView")./1/

(4) Copy of Investment Sub-Advisory Agreement between MassMutual and
Massachusetts Financial Services Company ("MFS")./5/

(5) Copy of Investment Sub-Advisory Agreement between MassMutual and Miller
Anderson & Sherrerd, LLP ("MAS")./5/

(6) Copy of Investment Sub-Advisory Agreement between MassMutual and J.P. Morgan
Investment Management Inc. ("J.P. Morgan")./5/

(7) Copy of Investment Sub-Advisory Agreement between MassMutual and Waddell &
Reed Investment Management Company ("Waddell & Reed"). /5/

Exhibit E:

(1) Copy of Amended and Restated General Distributors Agreement between the
Trust and OppenheimerFunds Distributor, Inc. ("Oppenheimer")./5/

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

Exhibit F: None.

Exhibit G:

(1) Copy of Custodian Agreement between the Trust and Investors Bank & Trust
Company ("IBT")./5/
<PAGE>

(2) Copy of Administrative and Shareholder Services Agreement between each of
Registrant's series and MassMutual for the provision of administrative and
shareholder services./5/

(3)Copy of Amended and Restated Transfer Agency Agreement among the Trust,
MassMutual and IBT./5/

Exhibit H: Copy of Class L Shareholder Services Agreement between each of
Registrant's series and MassMutual for the provision of shareholder services for
the owners of the Class L Shares./5/

Exhibit I: Opinion of Counsel./4/

Exhibit J:

(1) Consent of Ropes & Gray previously filed as Exhibit 10 to Registrant's
Pre-Effective Amendment No. 2 to the Registration Statement filed August 30,
1994.

(2) Consent of PricewaterhouseCoopers L.L.P./5/

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

(4) Powers of Attorney for Richard H. Ayers, David E.A. Carson, Richard G.
Dooley, Richard W. Greene, Beverly L. Hamilton and F. William Marshall, Jr./3/

Exhibit K: None.

Exhibit L: None.

Exhibit M

(1) Form of Class A Rule 12b-1 Plans for the following Funds: MassMutual Prime
Fund, MassMutual Equity Fund, MassMutual Short-Term Bond Fund, MassMutual Core
Bond Fund, MassMutual Balanced Fund, MassMutual Core Equity Fund, MassMutual
Small Cap Value Equity Fund, MassMutual International Equity Fund./2/

(2) Form of Class Y Rule 12b-1 Plans for the following Funds: MassMutual Prime
Fund, MassMutual Equity Fund, MassMutual Short-Term Bond Fund, MassMutual Core
Bond Fund, MassMutual Balanced Fund, MassMutual Core Equity Fund, MassMutual
Small Cap Value Equity Fund, MassMutual International Equity Fund./2/

(3) Form of Class L Rule 12b-1 Plans for all Funds./5/
<PAGE>

(4) Form of Class Y Rule 12b-1 Plans for MassMutual Growth Equity Fund,
MassMutual Mid Cap Growth Equity Fund, MassMutual Small Cap Growth Equity Fund
and MassMutual Diversified Bond Fund./5/

(5) Form of Class A Rule 12b-1 Plans for the following Funds: MassMutual
Growth Equity Fund, MassMutual Mid Cap Growth Equity Fund, MassMutual Small Cap
Growth Equity Fund and MassMutual Diversified Bond Fund./5/

Exhibit N: Financial Data Schedules./5/

Exhibit O: Amended and Restated Rule 18f-3 Plan./5/

- -------------
/1/Incorporated by reference to Registrant's Post-Effective Amendment ("PEA")
No. 4 to the Registration Statement filed via EDGAR on October 2, 1997.

/2/Incorporated by reference to Registrant's PEA No. 6 to the Registration
Statement filed via EDGAR on November 26, 1997.

/3/Incorporated by reference to Registrant's PEA No. 3 to the Registration
Statement filed via EDGAR on April 28, 1997.

/4/ Incorporated by reference to Registrant's Pre-Effective Amendment No. 2 to
the Registration Statement filed August 30, 1994.

/5/ To be filed by Amendment.

Item 24: Person Controlled by or Under Common Control with the Fund
- -------------------------------------------------------------------
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. Currently, the
Registrant provides a vehicle for the investment of assets of various separate
investment accounts established by MassMutual. The assets in such separate
accounts are, under state law, assets of the life insurance companies which have
established such accounts. Thus, at any time MassMutual and its life insurance
company subsidiaries will own such outstanding shares of Registrant's series as
are purchased with separate account assets. As a result, MassMutual will own
substantially all of the shares of Registrant, probably for a number of years.

The following entities are, or may be deemed to be, controlled by MassMutual
through the direct or indirect ownership of such entities' stock.

1. CM Assurance Company, a Connecticut corporation which operates as a life and
health insurance company, all the stock of which is owned by MassMutual. This
subsidiary is inactive.

2. CM Benefit Insurance Company, a Connecticut corporation which operates as a
life and health insurance company, all the stock of which is owned by
MassMutual. This subsidiary is inactive.
<PAGE>

3. C.M. Life Insurance Company, a Connecticut corporation which operates as a
life and health insurance company, all the stock of which is owned by
MassMutual.

4. MML Bay State Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company, all the stock of which is owned
by MassMutual.

5. MML Distributors, LLC, a Connecticut limited liability company which
operates as a securities broker-dealer. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest.

6. MassMutual Holding Company, a Delaware corporation which operates as a
holding company for certain MassMutual entities, all the stock of which is owned
by MassMutual.

7. MassMutual of Ireland, Limited, a corporation organized in the Republic of
Ireland which formerly operated to provide claims service to holders of
MassMutual group life and health insurance contracts. This subsidiary is
inactive and will be dissolved in the near future. All of the stock of which is
owned by MassMutual.

8. MML Series Investment Fund, a Massachusetts business trust which operates as
an open-end investment company. All the shares issued by the Trust are owned by
MassMutual and certain of its affiliates.

9. MassMutual Institutional Funds, a Massachusetts business trust which operates
as an open-end investment company, 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. This subsidiary is inactive and expected to be dissolved.

(new) MassMutual Mortgage Finance, LLC, a Delaware limited liability company
which makes, acquires, holds and sells mortgage loans.

11. MML Investors Services, Inc., a Massachusetts corporation which operates as
a securities broker-dealer. MassMutual Holding Company owns 86% of the capital
stock and G.R. Phelps & Co. Inc., owns 14% of the capital stock of MML Investor
Services, Inc.

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. This subsidiary qualifies as a
"Massachusetts Security Corporation" under Chapter 63 of Massachusetts General
Laws.

13. MassMutual Holding Trust I, a Massachusetts business trust, which operates
as a holding company for separately staffed MassMutual
<PAGE>

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 operates
as a holding company for non-staffed MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual Holding
Trust II.

15. MassMutual International, Inc., a Delaware corporation which operates as a
holding company for those entities constituting MassMutual's international
insurance operations, all of the stock of which is owned by MassMutual Holding
Company.

16. MML Insurance Agency, Inc., a Massachusetts corporation which operates as
an insurance broker, all of the stock of which is owned by MML Investors
Services, Inc.

17. MML Securities Corporation, a Massachusetts corporation which operates as a
"Massachusetts Securities Corporation", under Section 63 of the Massachusetts
General Laws, all of the stock of which is owned by MML Investors Services, Inc.

18. DISA Insurance Services of America, Inc., an Alabama corporation which
operates as an insurance broker. MML Insurance Agency, Inc. owns all the shares
of outstanding stock.

19. Diversified Insurance Services of America, Inc., a Hawaii corporation which
operates as an insurance broker. MML Insurance Agency, Inc. owns all the shares
of outstanding stock.

20. MML Insurance Agency of Mississippi, P.C., a Mississippi corporation that
operates as an insurance broker and is controlled 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., an Ohio corporation which operates as
an insurance broker and is controlled by MML Insurance Agency, Inc. through a
voting trust agreement.

23. MML Insurance Agency of Texas, Inc., a Texas corporation which operates as
an insurance broker and is controlled by MML Insurance Agency, Inc. through an
irrevocable proxy arrangement.

25. MassMutual Corporate Value Limited, a Cayman Islands corporation which
holds 88.33% ownership interest in MassMutual Corporate Value Partners Limited,
another Cayman Islands Corporation operating as a high yield bond fund
(MassMutual Holding MSC, Inc. 46.41%).

26. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds approximately 88% ownership interest in
<PAGE>

this company and MassMutual holds approximately 5% ownership interest in this
company.

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

28. 1279342 Ontario Limited, a Canadian corporation, which operates as the
owner of Deerhurst Resort in Huntsville Ontario, Canada. MassMutual Holding MSC,
Inc. owns all of the shares of 1279342 Ontario Limited.

29. Antares Capital Corporation, a Delaware corporation that operates as a
finance company. MassMutual Holding Trust I owns approximately 99% of the
capital stock of Antares.

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

31. Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which
operates as an investment adviser, all the stock of which is owned by MassMutual
Holding Trust I.

32. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which
operates as a holding company for David L. Babson and Company Inc. MassMutual
Holding Trust I owns 85% of the outstanding capital stock of DLB.

33. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which operates as a holding company for the Oppenheimer companies. MassMutual
Holding Trust I owns 89% of the capital stock of OAC.

34. David L. Babson and Company Incorporated, a Massachusetts corporation which
operates as an investment adviser, all of the stock of which is owned by DLB.

35. Babson Securities Corporation, a Massachusetts corporation which operates
as a securities broker-dealer, all of the stock of which is owned by David L.
Babson and Company Incorporated.

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

37. Potomac Babson Incorporated, a Massachusetts corporation which operates as
an investment adviser. David L. Babson and Company Incorporated owns 60% of the
outstanding shares of Potomac Babson Incorporated.

38. OppenheimerFunds, Inc., a Colorado corporation which operates as an
investment adviser to the OppenheimerFunds, all of the stock of which is owned
by OAC.
<PAGE>

39. Centennial Asset Management Corporation, a Delaware corporation that
operates as the investment adviser and general distributor of the Centennial
Funds. OppenheimerFunds, Inc. owns all the stock of Centennial Asset Management
Corporation.

40. HarbourView Asset Management Corporation, a New York corporation, which
operates as an investment adviser, all the stock of which is owned by
OppenheimerFunds, Inc.

42. OppenheimerFunds Distributor, Inc., a New York corporation, which operates
as a securities broker dealer, all the stock of which is owned by
OppenheimerFunds, Inc.

43. Oppenheimer Partnership Holdings, Inc., a Delaware corporation which
operates as a holding company, all the stock of which is owned by
OppenheimerFunds, Inc.

44. Oppenheimer Real Asset Management, Inc., a Delaware corporation which is
the sub-adviser to a mutual fund investing in the commodities markets, all the
stock of which is owned by OppenheimerFunds, Inc.

45. Shareholder Financial Services, Inc., a Colorado corporation which operates
as a transfer agent for mutual funds, all the stock of which is owned by
OppenheimerFunds, Inc.

46. Shareholder Services, Inc., a Colorado corporation which operates as a
transfer agent for various Oppenheimer and MassMutual funds, all the stock of
which is owned by OppenheimerFunds, Inc.

47. 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.

48. Cornerstone Office Management, LLC, a Delaware limited liability company
which serves as the general partner of Cornerstone Suburban Office, LP that is
50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned by MML Realty
Management Corporation.

49. 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.

50. CM Advantage, Inc., a Connecticut corporation that serves as a general
partner in real estate limited partnerships. This subsidiary is largely inactive
and will be dissolved in the near future. MassMutual Holding Trust II owns all
of the outstanding stock.

51. CM International,Inc., a Delaware corporation which is the issuer of
collateralized mortgage obligation securities. MassMutual Holding Trust II owns
all the outstanding stock of CM International, Inc.
<PAGE>

52. CM Property Management, Inc., a Connecticut corporation which serves as the
General Partner of Westheimer 335 Suites Limited Partnership. The Partnership
holds a ground lease with respect to hotel property in Houston, Texas, all the
stock of which is owned by MassMutual Holding Trust II.

53. HYP Management, Inc., a Delaware corporation which operates as the "LLC
Manager" of MassMutual High Yield Partners II LLC, a high yield bond fund.
MassMutual Holding Trust II owns all the outstanding stock of HYP Management,
Inc.

54. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO IM, Inc., MassMutual/Darby CBO, LLC, Somers CDO,
Limited, MassMutual High Yield Partners II, LLC and other MassMutual
investments. MassMutual Holding Trust II owns all the outstanding stock of MMHC
Investment, Inc.

55. MassMutual High Yield Partners II LLC, a Delaware limited liability
company, that operates as a high yield bond fund. MassMutual holds approximately
2.52%, MMHC Investment Inc. holds approximately 34.87% , and HYP Management,
Inc. holds approximately 3.82%, for an approximate total of 41.21% of the
ownership interest in this company.

56. MML Realty Management Corporation, a Massachusetts Corporation which
formerly operated as a manager of properties owned by MassMutual, all the stock
of which is owned by MassMutual Holding Trust II. 57. MassMutual Benefits
Management, Inc., (formerly Westheimer 335 Suites, Inc.) a Delaware Corporation
which supports MassMutual with benefit plan administration and planning
services. MassMutual Holding Trust II owns all of the outstanding stock.

57. MassMutual Benefits Management, Inc., (formerly Westheimer 335 Suites, Inc.)
a Delaware Corporation which supports MassMutual with benefit plan
administration and planning services. MassMutual Holding Trust II owns all of
the outstanding stock.

58. Somers CDO, Limited, a Cayman Islands corporation that operates as a fund
investing in high yield debt securities of primarily U.S. issues. MMHC
Investment Inc., holds 38.10% of the subordinated notes of this issue which are
treated as equity for tax purposes. Registrant is the collateral manager of
Somers CDO, Limited.

59. 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 and MassMutual
holds a 99% limited partnership interest.

60. MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
LLC Manager of MassMutual/Darby CBO LLC, a collateralized bond obligation fund.
MMHC Investment, Inc. owns 50% of the capital stock of this company.
<PAGE>

61. MassMutual/Darby CBO LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and emerging
market issuers. MassMutual holds 1.79%, MMHC Investment Inc. holds 44.91% and
MassMutual High Yield Partners LLC, holds 2.39% of the ownership interest in
this company.

62. Urban Properties, Inc., a Delaware corporation which serves as a General
Partner of real estate limited partnerships and as a real estate holding
company, all the stock of which is owned by MassMutual Holding Trust II.

63. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which MassMutual Benefits Management is the general partner.

64. MassMutual Internacional (Argentina) S.A., a corporation organized in the
Argentine Republic, which operates as a holding company. MassMutual
International Inc. owns 99% of the outstanding shares and MassMutual Holding
Company owns the remaining 1% of the shares.

65. MassMutual Internacional (Chile) S.A., a corporation organized in the
Republic of Chile, which operates as a holding company. MassMutual International
Inc. owns 99% of the outstanding shares and MassMutual Holding Company owns the
remaining 1% of the shares.

66. MassMutual International (Bermuda) Ltd., a corporation organized in
Bermuda, which operates as a life insurance company, all of the stock of which
is owned by MassMutual International Inc.

67. MassMutual International (Luxembourg) S.A., a corporation organized in the
Grand Duchy of Luxembourg, which operates as a life insurance company.
MassMutual International Inc. owns 99% of the outstanding shares and MassMutual
Holding Company owns the remaining 1% of the shares.

68. MassLife Seguros de Vida S.A., a corporation organized in the Argentine
Republic, which operates as a life insurance company. MassMutual International
Inc. owns 99.9% of the outstanding capital stock of MassLife Seguros de Vida
S.A.

69. MassMutual Services, S.A., a corporation organized in the Argentine Republic
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.

70. Mass Seguros de Vida S.A., a corporation organized in the Republic of
Chile, which operates as a life insurance company. MassMutual International
(Chile) S.A. owns 33.5% of the outstanding capital stock of Mass Seguros de Vida
S.A.

71. Origen Inversiones S.A., a corporation organized in the Republic of Chile
which operates as a holding company. MassMutual Internacional (Chile) S.A. holds
a 33.5% ownership interest in this corporation.
<PAGE>

72. Compania de Seguros VidaCorp, S.A., a corporation organized in the Republic
of Chile, which operates as an insurance company. Origen Inversiones S.A. owns
99% of the outstanding shares of this company.

73. Oppenheimer Series Fund Inc., a Maryland corporation which operates as an
investment company of which MassMutual and its affiliates own a majority of
certain series of shares issued by the fund.

74. Panorama Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. All shares issued by the fund are owned by
MassMutual and certain affiliates.

75. The DLB Fund Group, a Massachusetts business trust which operates as an
open-end investment company advised by David L. Babson and Company Incorporated.
MassMutual owns at least 25% of each series of shares issued by the fund.

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 Massachusetts business trust which operates as
an open-end investment company. All shares issued by the trust are owned by
MassMutual and certain of its affiliates.

2. MassMutual Corporate Investors, A Massachusetts business trust which operates
as a closed-end investment company. MassMutual serves as Investment Adviser to
the 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 approximately 2.52%,
MMHC Investment Inc. holds approximately 34.87%, and HYP Management, Inc. holds
approximately 3.82% for an approximate total of 41.21% of the ownership interest
in this company.

5. MassMutual Institutional Funds, a Massachusetts business trust which operates
as an open-end investment company, all of the shares of which are owned by
MassMutual.

6. MassMutual Participation Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as investment
adviser to the Trust.

8. MassMutual/Darby CBO, LLC, a Delaware limited liability Company that operates
as a fund investing in high yield debt securities of U.S. and emerging market
issuers. MassMutual owns 1.79%, MMHC Investment, Inc. owns 44.91% and MassMutual
High Yield Partners LLC owns 2.39% of the ownership interest in this company.
<PAGE>

9. Somers CDO, Limited, a Cayman Islands corporation that operates as a fund
investing in high yield debt securities of primarily U.S. issues. MMHC
Investment Inc., holds 38.10% of the subordinated notes of this issue which are
treated as equity for tax purposes. Registrant is the collateral manager of
Somers CDO, Limited.

Item 25: 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, consist of two distinct coverages. The first
coverage reimburses MassMutual, subject to specified limitations, for amounts
which MassMutual is legally obligated to pay out under its indemnification
by-law, discussed above. The second coverage directly protects a Trustee or
officer of Registrant against liability from shareholder derivative and similar
lawsuits which are indemnifiable under the law. There are, however, specific
acts giving rise to liability which are excluded from this coverage. For
example, no Trustee or officer is insured against personal liability for libel
or slander, acts of deliberate dishonesty, fines or penalties, illegal personal
profit or advantage at the expense of Registrant or its shareholders, violation
of employee benefit plans, regulatory statutes, and similar acts which would
traditionally run contrary to public policy and hence reimbursement by
insurance.

MassMutual's present insurance coverage has an overall limit of $75 million
annually ($15 million of which is underwritten by Continental Casualty Company,
$20 million of which is underwritten by Executive Risk Indemnity, Inc., $25
million of which is underwritten by Federal Insurance Co.("Chubb"), 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
<PAGE>

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 26: Business and Other Connections of the Investment Adviser
- -----------------------------------------------------------------

a. The Investment Adviser

MassMutual is the investment adviser for the Registrant. MassMutual is a mutual
life insurance company organized as a Massachusetts corporation, which was
originally chartered in 1851. As a mutual life insurance company, MassMutual has
no shareholders. MassMutual's primary business is ordinary life insurance. It
also provides, directly or through its subsidiaries, a wide range of annuity and
disability products, and pension and pension-related products and services, as
well as investment services to individuals, and corporations and other
institutions, in all 50 states of the United States and the District of
Columbia. MassMutual is also licensed to transact business in Puerto Rico, and
six provinces of Canada, but has no export sales. Effective February 29, 1996,
Connecticut Mutual Life Insurance Company merged into MassMutual. MassMutual's
principal lines of business are (i) the Individual Protection business and
Individual Accumulation business, which provides life insurance including
variable and universal life insurance, annuities and disability income insurance
to individuals and small businesses; (ii) Retirement Services, which provides
group pension investment products and administrative services,primarily to
sponsors of tax qualified retirement plans; and (iii) MassMutual Investment
Management Group, which provides advisory services for MassMutual's general
investment account and separate investment accounts, as well as for various
closed-end and open-end investment companies and external institutional clients,
through its own staff and those of OppenheimerFunds Inc. and David L. Babson and
Company Incorporated, in which MassMutual indirectly owns a controlling
interest.

The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past two years
are listed below.

Directors
<PAGE>

ROGER G. ACKERMAN, Director, Chairman, Human Resources Committee and Member,
Board Affairs Committee

Chairman and Chief Executive Officer (since 1996), Corning Incorporated
(manufacturer of specialty materials, communication equipment and consumer
products), One Riverfront Plaza, Corning, New York; Director, Dow Corning
Corporation (producer of silicone products), 2200 West Salzburg Road, Midland,
Michigan; The Pittson Company (mining and marketing of coal for electric utility
and steel industries), One Pickwick Plaza, Greenwich, Connecticut.

JAMES R. BIRLE, Director and Member, Auditing and Investment Committees

Chairman (since 1997), President (1994-1997) and Founder (since 1994),
Resolute Partners, LLC (private merchant bank), 2 Greenwich Plaza, Suite 100,
Greenwich, Connecticut; Director (since 1996), IKON Office Solutions
(diversified office products and technology solutions), 825 Duportail Road,
Valley Forge, Pennsylvania; Director: Drexel Industries, Inc., Connecticut
Health and Education Facilities Authority, and Transparency International;
Trustee, Villanova University.

GENE CHAO, Director, Chairman, Auditing Committee and Member, Dividend Policy
Committee

Chairman, President and Chief Executive Officer, Computer Projections, Inc.
(computer graphics), 733 S.W. Vista Avenue, Portland, Oregon; Director (since
1996), Monowave Corporation, 2171 Boyer Avenue East, Seattle, Washington;
Director (since 1997), National Captioning Institute, 1900 Gallows Road, Vienna,
Virginia.

PATRICIA DIAZ DENNIS, Director and Member, Auditing and Human Resources
Committees

Senior Vice President and Assistant General Counsel, SBC Communications
Inc. (telecommunications), 175 East Houston, San Antonio, Texas; Director,
(since 1997) Citadel Communications Corp.; Trustee, Tomas Rivera Policy
Institute, and Radio and Television News Directors Foundation; Director:
National Public Radio, Reading Is Fundamental, and Foundation for Women's
Resources; Trustee (1995-1997), Federal Communications Bar Association
Foundation;.

ANTHONY DOWNS, Director and Member, Auditing and Investment Committees

Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director (since
1998), Counselors of Real Estate, 430 N. Michigan Avenue, Chicago, Illinois;
Director: The Pittway Corporation (publications and security equipment), 200
South Wacker Drive, Suite 700, Chicago, Illinois; National Housing Partnerships
Foundation (non-profit organization to own and manage rental housing), 1225 Eye
Street, N.W., Washington, D.C.; Bedford Property Investors, Inc. (real estate
investment trust), 3658 Mt. Diablo Boulevard, Lafayette, California; General
Growth Properties, Inc. (real estate investment trust), 215 Keo Way, Des Moines,
Iowa; NAACP Legal and Educational Defense Fund, Inc.
<PAGE>

(civil rights organization), 99 Hudson Street, New York, New York; Trustee:
Urban Institute (public policy research organization), 2100 M Street, N.W.,
Washington, D.C. and Urban Land Institute (educational and research
organization), 625 Indiana Avenue, N.W., Washington, D.C.

JAMES L. DUNLAP, Director, Chairman, Dividend Policy Committee and Member,
Auditing Committee

Vice Chairman (since 1998), President and Chief Operating Officer (since
1996-1998), Ocean Energy, Inc. (formerly United Meridian Corporation) (oil
exploration), 1201 Louisiana, Houston, Texas.

WILLIAM B. ELLIS, Director and Member, Dividend Policy and Investment Committees

Senior Fellow (since 1995), Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut;Director, The Hartford Steam
Boiler Inspection and Insurance Company (property and casualty insurer), One
State Street, Hartford, Connecticut; Director (since 1996), Advest Group, Inc.
(financial services holding company), 280 Trumbull Street, Hartford,
Connecticut; Director (since 1995), Catalytica Combustion Systems, Inc.;
Director, The National Museum of National History of the Smithsonian
Institution, Washington, D.C.

ROBERT M. FUREK, Director and Member, Dividend Policy and Auditing Committees

Partner (since 1997),Resolute Partners LLC (private merchant bank), 2
Soundview Drive, Greenwich, Connecticut; Director, The Dexter Corporation
(producer of specialty chemicals and papers), One Elm Street, Windsor Locks,
Connecticut; Corporator, The Bushnel Memorial, Hartford, Connecticut; Trustee,
Colby College, Mayflower Hill Drive, Waterville, Maine.

CHARLES K. GIFFORD, Director and Member, Investment and Board Affairs Committees

Chairman and Chief Executive Officer (since 1995) of Bank Boston, N.A., and
Chairman (since 1998), Chief Executive Officer (since 1995), Director, Member of
Audit and Compensation Committees, Boston Edison Co. (public utility electric
company), 800 Boylston Street, Boston, Massachusetts.

WILLIAM N. GRIGGS, Director and Member, Human Resources and Investment
Committees

Managing Director, Griggs & Santow Inc. (financial consultants), 75 Wall
Street, New York, New York; Director (1990-1997), T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma.

GEORGE B. HARVEY, Director and Member, Board Affairs and Dividend Policy
Committees
<PAGE>

Retired; Director: Merrill Lynch & Co., Inc. (financial services holding
company), 250 Vesey Street, World Financial Center, North Tower, New York, New
York; The McGraw-Hill Companies, Inc. (multimedia publishing and information
services), 1221 Avenue of the Americas, New York, New York; Stamford Hospital,
Stamford, Connecticut; Pfizer, Inc. (pharmaceutical and health-care products),
235 East 42nd Street, New York, New York; Director (1994-1997), The Catalyst;
Member, Board of Overseers, Wharton School of Finance, University of
Pennsylvania.

BARBARA B. HAUPTFUHRER, Director and Member, Board Affairs and
Investment Committees

Retired as of 1998 from positions as Director and Member, Compensation,
Nominating and Audit Committees, The Vanguard Group of Investment Companies
including among others the following funds: Vanguard/Windsor Fund,
Vanguard/Wellington Fund, Vanguard/Morgan Growth Fund, Vanguard/Wellesley Income
Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard Fixed
Income Securities Fund, Vanguard Index Trust, Vanguard World Fund, Vanguard/Star
Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard Convertible
Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees Commingled Equity
Fund, Vanguard/Trustees Commingled Fund-International, Vanguard Money Market
Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and Vanguard Equity
Income Fund (principal offices, Drummers Lane, Valley Forge, Pennsylvania);
Director, Chairman of Retirement Benefits Committee and Pension Fund Investment
Review - USA and Canada and Member, Audit, Finance and Executive Committees, The
Great Atlantic & Pacific Tea Company, Inc. (operator of retail food stores), 2
Paragon Drive, Montvale, New Jersey; Director, Chairman of Nominating Committee
and Member, Compensation Committee, Knight-Ridder, Inc. (publisher of daily
newspapers and operator of cable television and business information systems),
One Herald Plaza, Miami, Florida; Director and Member, Compensation Committee,
Raytheon Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman, Human
Resources and Independent Directors Committees, IKON Office Solutions
(diversified office products and technology solutions), 825 Duportail Road,
Valley Forge, Pennsylvania.

SHELDON B. LUBAR, Director and Member, Human Resources and Investment Committee

Chairman, Lubar & Co. Incorporated (investment management and advisory
company); Chairman and Director, The Christiana Companies, Inc. (real estate
development); Director: SLX Energy, Inc. (oil and gas exploration); Member,
Advisory Committee, Venture Capital Fund, L.P. (principal offices, 700 North
Water Street, Milwaukee, Wisconsin) Director, Firstar Corporation (bank holding
company), 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Director (1982-1997):
Grey Wolf Drilling Co. (contract oil and gas drilling), 2000 Post Oak Boulevard,
Houston, Texas; Director: Marshall Erdman and Associates, Inc. (design,
engineering, and construction firm), 5117 University Avenue, Madison, Wisconsin;
MGIC Investment Corporation (investment company), MGIC Plaza, 111 E. Kilbourn
Avenue, Milwaukee, Wisconsin; Ameritech, Inc. (regional holding company for
telephone companies), 30 South Wacker Drive,
<PAGE>

Chicago, Illinois; EVI, Inc., 5 Post Oak Park, Houston, Texas; Director (since
1997), Jefferies & Co., (financial services), 11100 Santa Monica Boulevard, Los
Angeles, California; Director (1984-1998), Firstar Bank, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin.

WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board Affairs
Committees

Retired: Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems and software), 600
Mountain Road, Murray Hill, New Jersey; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995), AT&T (global
communications and network computing company), 295 North Maple Avenue, Basking
Ridge, New Jersey; Director (since 1996), California Microwave, Inc., Redwood
City, California; Member, National Board of Directors, Junior Achievement,
Colorado Springs, Colorado; Member (since 1996), Advisory Council, Graduate
School of Business, Stanford University, Stanford, California; Chairman,
Executive Committee (since 1996), National Minority Supplier Development
Council, Inc., 15 West 39th Street, New York, New York.

JOHN F. MAYPOLE, Director and Member, Board Affairs and Human Resources
Committees

Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to institutional
investors; Co-owner of family businesses (including Maypole Chevrolet-Geo, Inc.
and South Georgia Car Rentals, Inc.); Director (since 1996), Coating
Technologies International; Director, Chairman, Audit Committee and Member,
Finance Committee and Executive Committee, Bell Atlantic Corporation
(telecommunications), 1717 Arch Street, Philadelphia, Pennsylvania; Director
(since 1996), TCX International, Inc.; Chairman (1997), Director (1992-1997),
Briggs Industries, Inc. (plumbing fixtures), 4350 W. Cypress Street, Tampa,
Florida; Director (1989-1997), Blodgett Corporation; Director, Chairman,
Compensation Committee and Member, Audit Committee, Dan River, Inc. (textile
manufacturer), 2291 Memorial Drive, Danville, Virginia; Director, Davies, Turner
& Company; Director (1987-1996), Igloo Corporation (portable coolers), 1001 W.
Sam Houston Parkway North, Houston, Texas; Director (1989-1996), Connecticut
Mutual Life Insurance Company, 140 Garden Street, Hartford, Connecticut.

ROBERT J. O'CONNELL, Director, Member, Board Affairs Committee and Dividend
Policy Committee, Chairman Investment Committee

President and Chief Executive Officer of MassMutual Life Insurance Company.
Director, C.M. Life Insurance Company and MML Bay State Life Insurance Company
(wholly-owned insurance company subsidiaries of MassMutual), Cornerstone Real
Estate Advisers, Inc. (wholly-owned real estate investment advisory subsidiary
of MassMutual Holding Trust I), One Financial Plaza, Suite 1700, Hartford,
Connecticut; DLB Acquisition Corporation (holding company for investment
advisers), MassMutual Holding MSC, Inc., Trustee, MassMutual Holding Trust II
(wholly-owned holding company subsidiaries of MassMutual Holding Co.),
MassMutual
<PAGE>

Holding Trust I (wholly-owned holding company subsidiary of MassMutual Holding
Co.), Director, MassMutual International, Inc., (wholly-owned subsidiary of
MassMutual Holding Company to act as service provider for international
insurance companies, MassMutual Holding Company (wholly-owned holding company
subsidiary of MassMutual), MassMutual Benefits Management, Inc., Life Office
Management Association; Director, President and Chief Executive Officer
(1991-1998), AIG Life Insurance Company, American International Life Assurance
of New York, Delaware American Life Insurance Co., Pacific Union Assurance
Company; Director (1991-1998) AIG Life Insurance Company of Puerto Rico; Senior
Vice President (1991-1998), Life Insurance of American International Group,
Inc., American Life Insurance Company, DE; Senior Vice President, Group
Management Division (1991-1998) of American International Group, Inc.

THOMAS B. WHEELER, Chairman, Investment Committee and Member, Dividend Policy
and Board Affairs Committees

Chairman (1999), Chief Executive Officer (1988-1998), and President
(1987-1996) of MassMutual; Chairman (1996-1999), MassMutual Holding Trust I
(wholly-owned holding company subsidiary of MassMutual Holding Company);
MassMutual International Inc. (wholly-owned subsidiary of MassMutual Holding
Company to act as service provider for international insurance companies);
Chairman and Chief Executive Officer, DLB Acquisition Corporation (holding
company for investment advisers); Chairman and Director, Oppenheimer Acquisition
Corp. (holding company for investment advisers), (principal offices, 1295 State
Street, Springfield, Massachusetts); Director, BankBoston, N.A. and BankBoston
Corporation (bank holding company), 100 Federal Street, Boston, Massachusetts;
Member, Executive Committee, Massachusetts Capital Resources Company, 545
Boylston Street, Boston, Massachusetts; Director, Textron, Inc. (diversified
manufacturing company), 40 Westminster Street, Providence, Rhode Island.

ALFRED M. ZEIEN, Director, Chairman, Board Affairs Committee and Member Human
Resources Committee

Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products), Prudential Tower Building, Boston, Massachusetts;
Director: Polaroid Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; BankBoston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; and Raytheon
Corporation (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Trustee (1984-1997), University Hospital of Boston,
Massachusetts; Trustee, Marine Biology Laboratory and Woods Hole Oceanographic
Institute, Woods Hole, Massachusetts.

Executive Vice Presidents

LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel

Executive Vice President and General Counsel of MassMutual; President,
Chief Executive Officer and Director (since 1996), CM Assurance Company, CM
Benefit Insurance Company, C.M. Life Insurance
<PAGE>

Company and MML Bay State Life Insurance Company (wholly-owned insurance company
subsidiaries of MassMutual); Director (since 1996), MassMutual Holding MSC, Inc.
and Trustee (since 1996), MassMutual Holding Trust I and MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding
Company); Director (since 1996): MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); G.R. Phelps, Inc. (wholly-owned
broker-dealer subsidiary of MassMutual Holding Company); CM Advantage
Inc.(wholly-owned subsidiary of MassMutual Holding Trust II to act as general
partner in real estate limited partnerships); Director, MassMutual Holding
Company (wholly-owned holding company subsidiary of MassMutual) (principal
offices, 1295 State Street, Springfield, Massachusetts); Chairman and Director
(since 1996), MML Investors Services, Inc. (wholly-owned broker-dealer
subsidiary of MassMutual Holding Company); Director (since 1997), MML Securities
Corporation (a wholly-owned subsidiary of MML Investors Services, Inc. that is a
"Massachusetts Securities Corporation") (principal offices, 1414 Main Street,
Springfield, Massachusetts); Director, Cornerstone Real Estate Advisers, Inc.
(wholly-owned real estate investment adviser subsidiary of MassMutual Holding
Company), One Financial Plaza, Suite 1700, Hartford, Connecticut; Chairman
(since 1997), Vice President (since 1996) and Director, Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton, Bermuda;
Director, MassMutual of Ireland, Ltd. (wholly-owned subsidiary of MassMutual
that formerly provided group insurance claim services), One Earlsfort Centre,
Hatch Street, Dublin, Ireland; Director, MassMutual International (Bermuda) Ltd.
(wholly-owned subsidiary of MassMutual Holding Company that distributes variable
insurance products in overseas markets) (principal offices, 41 Cedar Avenue,
Hamilton, Bermuda).

PETER J. DABOUL, Executive Vice President

Executive Vice President (since 1997), Senior Vice President (1990-1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts.

JOHN B. DAVIES, Executive Vice President

Executive Vice President of MassMutual; Director (since 1996), CM Assurance
Company, CM Benefit Insurance Company, C.M. Life Insurance Company and MML Bay
State Life Insurance Company (wholly-owned insurance company subsidiaries of
MassMutual); Director (since 1996), MassMutual Holding MSC, Inc. and Trustee
(since 1996), MassMutual Holding Trust II (wholly-owned holding company
subsidiaries of MassMutual Holding Company) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director: Cornerstone Real Estate Advisers,
Inc. (wholly-owned real estate investment adviser subsidiary of MassMutual
Holding Company), One Financial Plaza, Suite 1700, Hartford, Connecticut; and
Life Underwriter Training Council, 7625 Wisconsin Avenue, Bethesda, Maryland.

DANIEL J. FITZGERALD, Executive Vice President

Executive Vice President (since 1994), Corporate Financial Operations
(1994-1997) of MassMutual; Director (since 1996), President
<PAGE>

and Chief Executive Officer (since 1997) MassMutual International Inc.
(wholly-owned subsidiary of MassMutual Holding Company to act as service
provider for international insurance companies) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director, MassMutual of Ireland, Ltd.
(wholly-owned subsidiary of MassMutual that formerly provided group insurance
claim services), One Earlsfort Centre, Hatch Street, Dublin, Ireland.

JAMES E. MILLER, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Senior Vice President (1996-1997), UniCare Life &
Health Insurance Company, Springfield, Massachusetts.

JOHN V. MURPHY, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson and Company Incorporated
(wholly-owned investment advisory subsidiary of DLB Acquisition Corporation);
Senior Vice President and Director (1995-1997), Potomac Babson Incorporated
(investment advisory subsidiary of David L. Babson and Company Incorporated),
New York, New York; Director and Senior Vice President (1995-1997), DLB
Acquisition Corporation (holding company for investment advisers); Director
(since 1997), Oppenheimer Acquisition Corporation (parent of OppenheimerFunds,
Inc., an investment management company); Trustee (1997-1999), MassMutual
Institutional Funds (open-end investment company) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director (1989-1998), Emerald Isle Bancorp
and Hibernia Savings Bank (wholly-owned subsidiary of Emerald Isle Bancorp), 730
Hancock Street, Quincy, Massachusetts.

GARY E. WENDLANDT, Executive Vice President and Chief Investment Officer

Chief Investment Officer and Executive Vice President of MassMutual;
Chairman and Trustee, MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); MML Series Investment
Fund (open-end investment company); Chairman and Chief Executive Officer
MassMutual Institutional Funds (open-end investment company); Advisory Board
Member (since 1996), MassMutual High Yield Partners LLC (high yield bond fund);
Chairman (since 1996) and President (since 1997), MassMutual Holding MSC, Inc.
and MassMutual Holding Trust II (wholly-owned holding company subsidiaries of
MassMutual Holding Company); Chairman (since 1996) HYP Management, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II to act as managing
member of MassMutual High Yield Partners LLC); and MMHC Investment, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II); President and Trustee
(since 1996), MassMutual Holding Trust I wholly-owned holding company subsidiary
of MassMutual Holding Company);Vice Chairman and Director (since 1996),
MassMutual International Inc. (wholly-owned subsidiary of MassMutual Holding
Company to act as service provider for international insurance companies);
Director (since 1996), MassMutual International (Chile) S.A. and CM Advantage
Inc. (wholly-owned subsidiary of MassMutual Holding
<PAGE>

Trust II to act as general partner in real estate limited partnerships);
President and Director, DLB Acquisition Corporation (holding company for
investment advisers) and Director, Oppenheimer Acquisition Corporation (parent
of OppenheimerFunds, Inc., an investment management company); Chairman, Chief
Executive Officer, President and Director, MassMutual Holding Company
(wholly-owned holding company subsidiary of MassMutual); Chairman and Director,
MML Realty Management Corporation (wholly-owned real estate management
subsidiary of MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director: Merrill Lynch Derivative Products, Inc.,
World Financial Center, North Tower, New York, New York; MassMutual Corporate
Value Partners Limited (investor in debt and equity securities) and MassMutual
Corporate Value Limited (parent of MassMutual Corporate Value Partners Limited)
(principal offices, c/o BankAmerica Trust and Banking Corporation, Box 1092,
George Town, Grand Cayman, Cayman Islands, British West Indies); Director, Mass
Seguros de Vida, S.A., Huerfanos No. 770, Santiago, Chile; President and
Director, MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance products in
overseas markets), 41 Cedar Avenue, Hamilton, Bermuda; Chairman (since 1996),
Antares Capital Corporation (finance company), Chicago, Illinois.

JOSEPH M. ZUBRETSKY, Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer (since 1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chief Financial
Officer (1996-1997), Healthsource, Hooksett, New Hampshire; Director (since
1997): Antares Capital Corporation Corp. (finance company), Chicago, Illinois;
DLB Acquisition Corporation (holding company for investment adviser);
Oppenheimer Acquisition Corporation (parent of OppenheimerFunds, Inc., an
investment management company); MassMutual Holding Company (wholly-owned holding
company subsidiary of MassMutual); MassMutual Holding MSC, Inc. (wholly-owned
holding company subsidiary of MassMutual Holding Company); MassMutual
International, Inc. (wholly-owned subsidiary of MassMutual Holding Company to
act as service provider for international insurance companies); Trustee (since
1997), MassMutual Holding Trust I and MassMutual Holding Trust II (wholly-owned
holding company subsidiaries of MassMutual Holding Company) (principal offices,
1295 State Street, Springfield, Massachusetts).

b. The Investment Sub-Advisers

The directors and executive officers of David L. Babson and Company
Incorporated, their positions and their other business affiliations and business
experience for the past two years are as follows:

Directors and Executive Officers

JAMES W. MACALLEN, President, Chief Executive Officer, Chief Investment Officer
and Director
<PAGE>

Chairman and Chief Executive Officer (since 1998), Director and Chief Investment
Officer (since 1996) David L. Babson and Company Inc. (investment advisory), One
Memorial Drive, Cambridge, Massachusetts; Senior Vice President (1996-1997),
Concert Capital Management, Inc. (investment advisory); Senior
Vice-President(since 1996) Potomac Babson Incorporated (investment advisory)
1290 Avenue of the Americas, New York, New York.

EDWARD L. MARTIN, Director and Executive Vice President

Director (since 1990), Executive Vice President (since 1995), David L. Babson
and Company Inc., One Memorial Drive, Cambridge, Massachusetts; Director and
Senior Vice President (since 1996), Potomac Babson Inc. (registered investment
adviser), 1290 Avenue of the Americas, New York, New York.

PETER C. SCHLIEMANN, Director and Executive Vice President

Executive Vice President (since 1992), and Director (since 1982), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts; Director
(1996-1997), Concert Capital Management, Inc. (former investment advisory
subsidiary of DLB Acquisition Corporation), One Memorial Drive, Cambridge,
Massachusetts.

FRANK L. TARANTINO, Senior Vice President, Clerk and Chief Operating Officer

Senior Vice President, Clerk and Chief Operating Officer (since 1997), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts; President
(1993-1997), Liberty Securities Corporation (broker-dealer), 600 Atlantic
Avenue, Boston, Massachusetts.

JONATHAN B. TREAT, Director and Senior Vice President

Director and Senior Vice President (since 1992), Portfolio Manager (since 1988),
David L. Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts.

ROLAND W. WHITRIDGE, Director and Senior Vice President

Director (since 1990) and Senior Vice President (since 1992), Portfolio Manager
(since 1974) David L. Babson and Company Inc., One Memorial Drive, Cambridge,
Massachusetts.

DEANNE B. DUPONT, Treasurer and Vice-President

Treasurer (since 1996), Vice-President (since 1995) David L. Babson and Company,
Inc. (investment advisory), One Memorial Drive, Cambridge, Massachusetts.

JOHN E. DEITELBAUM, Vice President and General Counsel

Vice President and General Counsel (since 1996), David L. Babson and Company,
Inc. (investment advisory), One Memorial Drive, Cambridge,
<PAGE>

Massachusetts; Counsel, 1996-1998), Massachusetts Mutual Life Insurance Company,
1295 State Street, Springfield, Massachusetts (life insurance company)

HarbourView is the investment sub-adviser for the International Equity Fund of
the Registrant. HarbourView is a wholly-owned subsidiary of OppenheimerFunds,
Inc. and was incorporated in the State of New York on April 17, 1986. The
directors and executive officers of HarbourView, their positions and their other
business affiliations and business experience for the past two years are as
follows:

BRIDGET A. MACASKILL, President, Chief Executive Officer and Director

President, Chief Executive Officer and a Director of OppenheimerFunds, Inc.
("OFI"), President and a Director of HarbourView Asset Management Corporation
("HarbourView"); Chairman and Director of Shareholder Services Inc. ("SSI") and
Shareholder Financial Services, Inc. ("SFSI"); President and a Director of
Oppenheimer Acquisition Corp. ("OAC"), the parent of OFI, and Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of OFI; a Director of
Oppenheimer Real Asset Management, Inc.; and a Director of Hillsdown Holding plc
(a U.K. food company).

ANDREW J. DONOHUE, Executive Vice President, General Counsel and Director

Executive Vice President, General Counsel and a Director of OFI,
OppenheimerFunds Distributor, Inc. (a broker-dealer subsidiary of OFI), SSI,
SFSI, Oppenheimer Partnership Holdings, Inc., HarbourView and MultiSource
Services, Inc. (a broker-dealer subsidiary of OFI); President and a Director of
Centennial Asset Management Corporation; President and a Director of Oppenheimer
Real Asset Management, Inc.; General Counsel and Secretary of OAC; and an
officer of the Oppenheimer Funds.

ROBERT C. DOLL, JR. Executive Vice President, Chief Investment Officer and
Director

Executive Vice President, Chief Investment Officer and a Director of OFI;
Executive Vice President of HarbourView; Vice President and a Director of OAC;
and an officer of various Oppenheimer Funds.

O. LEONARD DARLING, Chief Executive Officer and Senior Managing Director

Chief Executive Office and Senior Managing Director of HarbourView Asset
Management Corporation; Executive Vice-President of Oppenheimer Funds, Inc.

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")

MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds (except the Vertex Funds mentioned below): Massachusetts
Investors Trust, Massachusetts Investors Growth Stock Fund, MFS Growth
Opportunities Fund, MFS Government Securities
<PAGE>

Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which has
thirteen series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, MFS Global
Asset Allocation Fund, MFS Strategic Growth Fund, MFS Research Growth and Income
Fund, MFS Core Growth Fund, MFS Equity Income Fund, MFS Special Opportunities
Fund, MFS Convertible Securities Fund, MFS Blue Chip Fund, MFS New Discovery
Fund, MFS Science and Technology Fund and MFS Research International Fund), MFS
Series Trust II (which has four series: MFS Emerging Growth Fund, MFS Large Cap
Growth Fund, MFS Intermediate Income Fund and MFS Charter Income Fund), MFS
Series Trust III (which has three series: MFS High Income Fund, MFS Municipal
High Income Fund and MFS High Yield Opportunities Fund), MFS Series Trust IV
(which has four series: MFS Money Market Fund, MFS Government Money Market Fund,
MFS Municipal Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which
has five series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund and MFS
International Value Fund), MFS Series Trust VI (which has three series: MFS
Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund), MFS
Series Trust VII (which has two series: MFS Global Governments Fund and MFS
Capital Opportunities Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX (which
has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited
Maturity Fund, MFS Research Bond Fund and MFS Intermediate Investment Grade Bond
Fund), MFS Series Trust X (which has seven series: MFS Government Mortgage Fund,
MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS International Growth
Fund, MFS International Growth and Income Fund, MFS Strategic Value Fund, MFS
Small Cap Value Fund and MFS Emerging Markets Debt Fund), MFS Series Trust XI
(which has four series: MFS Union Standard Equity Fund, Vertex All Cap Fund,
Vertex U.S. All Cap Fund and Vertex Contrarian Fund), and MFS Municipal Series
Trust (which has 16 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds").
The principal business address of each of the MFS Funds is 500 Boylston Street,
Boston, Massachusetts 02116.

MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has ten series) and MFS Variable
Insurance Trust ("MVI") (which has thirteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.

In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS
<PAGE>

Closed-End Funds"). The principal business address of each of the MFS Closed-End
Funds is 500 Boylston Street, Boston, Massachusetts 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.

Vertex Investment Management, Inc., a Delaware corporation and a
wholly-owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian Fund, each a
series of MFS Series Trust XI. The principal business address of
theaforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.

MFS International Ltd. ("MIL"), a limited liability company organized under
the laws of Bermuda and a subsidiary of MFS, whose principal business address is
Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as investment
adviser to and distributor for MFS American Funds known as the MFS Funds after
January 1999 (which will have 11 portfolios as of January 1999): U.S. Equity
Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S. Dollar Reserve
Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic Growth Fund,
Global Equity Fund, European Equity Fund and European Corporate Bond Fund) (the
"MIL Funds"). The MIL Funds are organized in Luxembourg and qualify as an
undertaking for collective investments in transferable securities (UCITS). The
principal business address of the MIL Funds is 47, Boulevard Royal, L-2449
Luxembourg.

MIL also serves as investment adviser to and distributor for MFS Meridian
U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS Meridian Global
Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS Meridian Global
Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian Global Growth
Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced Fund, MFS
Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian U.S. High
Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian Strategic
Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS Meridian
Research International Fund (collectively the "MFS Meridian Funds"). Each of the
MFS Meridian Funds is organized as an exempt company under the laws of the
Cayman Islands. The principal business address of each of the MFS Meridian Funds
is P.O. Box 309, Grand Cayman, Cayman Islands, British West Indies.

MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and
<PAGE>

investment research activities with respect to private clients and the MIL Funds
and the MFS Meridian Funds.

MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a private
limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.

MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.

MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.

MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS, serves
as shareholder servicing agent to the MFS Funds, the MFS Closed-End Funds, MFSIT
and MVI.

MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of
MFS, provides investment advice to substantial private clients.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS,
markets MFS products to retirement plans and provides administrative and record
keeping services for retirement plans.

Massachusetts Investment Management Co., Ltd. (MIMCO), a wholly-owned
subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose address
is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is
involved in investment management activities.

MIMCO

Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors, Shaun
Moran is the Representative Director, Joseph W. Dello Russo is the Statutory
Auditor, Robert DiBella is the President and Thomas B. Hastings is the Assistant
Statutory Auditor.

MFS

The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr. William
Scott, Mr. Cashman,
<PAGE>

Mr. Dello Russo and Mr. Parke are Executive Vice Presidents (Mr. Parke is
also Chief Equity Officer), Stephen E. Cavan is a Senior Vice President,
General Counsel and an Assistant Secretary, Robert T. Burns is a Senior
Vice President, Associate General Counsel and an Assistant Secretary of
MFS, and Thomas B. Hastings is a Vice President and Treasurer of MFS.

Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund

Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James
O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS, are the
Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.

MFS Series Trust II

Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.

MFS Government Markets Income Trust
MFS Intermediate Income Trust

MFS Series Trust III

James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust IV
MFS Series Trust IX

Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of MFS,
<PAGE>

are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust VII

Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS, are
Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust VIII

Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS Municipal Series Trust

Robert A. Dennis is Vice President, Geoffrey L. Schechter, Vice President
of MFS, is Vice President, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust

Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.

MFS Municipal Income Trust

Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS Multimarket Income Trust
MFS Charter Income Trust

Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
<PAGE>

MFS Special Value Trust

MFS/Sun Life Series Trust

John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account

John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr. is the Assistant Secretary.

MIL Funds

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.

MFS Meridian Funds

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is the
Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley are
the Assistant Treasurers.

Vertex

Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L. Shames
is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

MIL
<PAGE>

Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a Director,
Senior Vice President and the Clerk, Robert T. Burns is an Assistant Clerk,
Joseph W. Dello Russo, Executive Vice President and Chief Financial Officer of
MFS, is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.

MIL-UK

Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFSI - Australia

Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer, John
A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the Secretary,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS Holdings - Australia

Jeffrey L. Shames is the President and a Director, Arnold D. Scott, Thomas
J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFD

Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott, Jr.,
an Executive Vice President of MFS, is the President, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo is
the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.

MFSC

Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes,
a Senior Vice President and Chief Information Officer of MFS, is Vice Chairman
and a Director, Janet A. Clifford is the President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, and Robert T. Burns is the Assistant Secretary.

MFSI

Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J. Nanberg
is a Senior Vice President, a Managing Director and a Director, Kevin R. Parke
is the Executive Vice President and a Managing Director,
<PAGE>

George F. Bennett, Jr., John A. Gee, Brianne Grady, Joseph A. Kosciuszek and
Joseph J. Trainor are Senior Vice Presidents and Managing Directors, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and
Robert T. Burns is the Secretary.

RSI

Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is the
President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:

Donald A. Stewart: President and a Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street West, Toronto, Ontario, Canada (Mr.
Stewart is also an officer and/or Director of various subsidiaries and
affiliates of Sun Life)

John D. McNeil: Chairman, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada (Mr. McNeil is also an
officer and/or Director of various subsidiaries and affiliates of Sun Life)

Joseph W. Dello Russo: Director of Mutual Fund Operations, The Boston Company,
Exchange Place, Boston, Massachusetts (until August, 1994)

MILLER ANDERSON & SHERRED ("MAS")

MAS is a Pennsylvania limited liability partnership founded in 1969. MAS
provides investment services to employee benefit plans, endowment funds,
foundations and other institutional investors.

The directors and executive officers of MAS, their positions and their other
business affiliations and business experience are as follows:

Richard Brown Worley

Portfolio Manager, Executive Committee Member, MAS: Managing Director, Morgan
Stanley & Co. Incorporated; Portfolio Manager, Morgan Stanley Dean Witter
Investment Management, Inc., Registered Representative, MAS Fund Distribution,
Inc.,

Thomas Leonard Bennett

Portfolio Manager, Executive Committee Member Director, MAS; Director, Morgan
Stanley Universal Funds; Managing Director, Morgan Stanley & Co. Incorporated ;
Portfolio Manger, Morgan Stanley Dean Witter Investment Management, Inc.;
Chairman, MAS Funds; Director, MAS Fund Distribution, Inc.

Gilbert Schlarbaum
<PAGE>

Portfolio Manager, Executive Committee Member, MAS: Managing Director, Morgan
Stanley & Co. Incorporated; Portfolio Manger, Morgan Stanley Dean Witter
Investment Management, Inc.; Director, MAS Fund Distribution, Inc.

Robert J. Marcin

Portfolio Manager, Executive Committee Member, MAS: Portfolio Manager, Morgan
Stanley Asset Management, Inc.; Managing Director, Morgan Stanley & Co.
Incorporated; Registered Representative, MAS Fund Distribution, Inc.

Marna C. Whittington

Executive Committee Member, MAS; Managing Director, Morgan Stanley & Co.
Incorporated; CEO, MAS Fund Distribution, Inc.; Director, Rohn Has.

J.P. MORGAN INVESTMENT MANAGEMENT INC. ("JPMIM")

JPMIM is a registered investment adviser under the Investment Advisers Act of
1940, as amended, and is a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated. JPMIM manages employee benefit funds of corporations, labor unions
and state and local governments and the accounts of other institutional
investors, including investment companies.

To the knowledge of the Registrant, none of the directors, or executive officers
of JPMIM, is or has been during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain officers and directors of JPMIM also hold various positions with,
and engage in business for, J.P. Morgan & Co. Incorporated, which owns all the
outstanding stock of JPMIM.

WADDELL & REED INVESTMENT MANAGEMENT COMPANY (WRIMCO)

Waddell & Reed Investment Management Company is a sub-adviser of the Registrant
under the terms of a sub-advisory agreement whereby it provides investment
management services to the Registrant. Waddell & Reed Investment Management
Company is not engaged in any business other than the provision of investment
management services.

Each director and executive officer of Waddell & Reed Investment Management
Company has had as his sole business, profession, vocation or employment during
the past two years only his duties as an executive officer and/or employee of
Waddell & Reed Investment Management Company or its predecessors, except as to
persons who are directors and/or officers of certain registered investment
companies for which Waddell & Reed acts as investment adviser, except for Mr.
Ronald K. Richey. Mr. Richey is Chairman of the Executive Committee of Torchmark
Corporation, the parent company of Waddell & Reed, Inc. Mr. Richey's address is
2001
<PAGE>

Third Avenue South, Birmingham, Alabama 35233. The address of the others is
6300 Lamar Avenue, Shawnee Mission, Kansas 66202-4200.

For purposes of this section, the term "Fund Complex" includes each of the
registered investment companies in the United Group of Mutual Funds, Waddell &
Reed Funds, Inc. and TMK/United Funds, Inc.

Robert L. Hechler

Vice President and Principal Financial Officer of each of the funds in the Fund
Complex; Vice President, Chief Operations Officer, Director and Treasurer of
Waddell & Reed Financial Services, Inc.; Executive Vice President, Principal
Financial Officer, Director and Treasurer of WRIMCO; President, Chief Executive
Officer, Principal Financial Officer, Director and Treasurer of Waddell & Reed,
Inc.; President, Director and Treasurer of Waddell & Reed Services Company;
President, Treasurer and Director of Waddell & Reed Distributors, Inc.;
Executive Vice President, Chief Operations Officer and Director of Waddell &
Reed Financial, Inc. Formerly, Director and Treasurer of Waddell & Reed Asset
Management Company.

Henry J. Herrmann

Vice President of funds in the Fund Complex; Vice President, Chief Investment
Officer and Director of Waddell & Reed Financial Services, Inc.; Director of
Waddell & Reed, Inc.; President, Chief Executive Officer, Chief Investment
Officer and Director of WRIMCO; President, Chief Investment Officer, Treasurer
and Director of Waddell & Reed Financial, Inc. Formerly, President, Chief
Executive Officer, Chief Investment Officer and Director of Waddell & Reed Asset
Management Company.

Theodore W. Howard

Vice President, Treasurer and Principal Accounting Officer of the funds in the
Fund Complex; Vice President of Waddell & Reed Services Company.

Sharon K. Pappas

Vice President, Secretary and General Counsel of each of the funds in the Fund
Complex; Vice President, Secretary, General Counsel and Director of Waddell &
Reed Financial Services, Inc.; Senior Vice President, Secretary and General
Counsel of WRIMCO and Waddell & Reed, Inc.; Senior Vice President, Secretary,
General Counsel and Director of Waddell & Reed Services Company; Vice President,
Secretary and General Counsel of Waddell & Reed Distributors, Inc.; Secretary
and Director of Waddell & Reed Financial, Inc.;formerly, Assistant General
Counsel of WRIMCO, Waddell & Reed Financial Services, Inc., Waddell & Reed,
Inc., Waddell & Reed Asset Management Company and Waddell & Reed Services
Company. Formerly, Director, Secretary and General Counsel of Waddell & Reed
Asset Management Company.

Michael L. Avery
<PAGE>

Vice President of four funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

Abel Garcia

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell &Reed Asset Management Company.

John M. Holliday

Vice President of nine funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Louise D. Rieke

Vice President of four funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Grant P. Sarris Vice President of the Fund and Vice President of WRIMCO.

W. Patrick Sterner

Vice President of two funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Russell E. Thompson

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Daniel J. Vrabac

Vice President of three funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

James D. Wineland

Vice President of three funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

The address of each person is 6300 Lamar Avenue, P.O. Box 29217, Shawnee
Mission, Kansas 66201-9217 unless a different address is given.

Item 27: Principal Underwriters
<PAGE>

(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
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer High Yield Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
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 Large Cap Growth 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
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
Oppenheimer International Small Company Fund
Oppenheimer Municipal Bond Fund
<PAGE>

Oppenheimer U.S. Government Trust

3. The Quest/Rochester. The address for these funds is 350 Linden Oaks,
Rochester, NY 14625.

Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer Mid Cap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals

(b) The Directors and officers of the Registrant's principal underwriter
are:

Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------

Jason Bach Vice President None
31 Racquel Drive
Marietta, GA 30364

Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093

Douglas S. Blankenship Vice President None
17011 Woodbank
Spring, TX 77379

George C. Bowen(1) Vice President Vice President and
And Treasurer Treasurer of the
Oppenheimer funds.

Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825

Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921

William Coughlin Vice President None
542 West Surf - #2N
Chicago, IL 60657

Mary Crooks(1)
<PAGE>

Daniel Deckman Vice President None
12252 Rockledge Circle
Boca Raton, FL 33428

Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55403

Joseph DiMauro Vice President None
244 McKinley Avenue
Grosse Point Farms, MI 48236

Rhonda Dixon-Gunner(1) Assistant Vice President None

Andrew John Donohue(2) Executive Vice Secretary of the
President, Director Oppenheimer funds.
And General Counsel

John Donovan Vice President None
868 Washington Road
Woodbury, CT 06798

Kenneth Dorris Vice President None
4104 Harlanwood Drive
Fort Worth, TX 76109

Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753

Kent Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067

Todd Ermenio Vice President None
11011 South Darlington
Tulsa, OK 74137

John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422

George Fahey Vice President None
412 Commons Way
Doylestown, PA 18901

Patrice Falagrady(1) Senior Vice President None

Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158

Katherine P. Feld(2) Vice President None
& Secretary
<PAGE>

Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697

Ronald H. Fielding(3) Vice President None

Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249

Patricia Gadecki-Wells Vice President None
950 First St., S.
Suite 204
Winter Haven, FL 33880

Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277

Michelle Gans Vice President None
8327 Kimball Drive
Eden Prairie, MN 55347

L. Daniel Garrity Vice President None
2120 Brookhaven View, N.E.
Atlanta, GA 30319

Mark Giles Vice President None
5506 Bryn Mawr
Dallas, TX 75209

Ralph Grant(2) Vice President/National None
Sales Manager

Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103

Allen Hamilton Vice President None
5 Giovanni
Aliso Viejo, CA 92656

C. Webb Heidinger Vice President None
138 Gales Street
Portsmouth, NH 03801

Phillippe Hemery Vice President None
184 Park Avenue
Rochester, NY 14607

Byron Ingram(1) Assistant Vice President None
<PAGE>

Kathleen T. Ives(1) Vice President None

Eric K. Johnson Vice President None
3665 Clay Street
San Francisco, CA 94118

Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011

Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062

Michael Keogh(2) Vice President None

Brian Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430

John Kennedy Vice President None
799 Paine Drive
Westchester, PA 19382

Richard Klein Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Daniel Krause Vice President None
560 Beacon Hill Drive
Orange Village, OH 44022

Ilene Kutno(2) Vice President/ None
Director of Sales

Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116

Todd Lawson Vice President None
3333 E. Bayaud Avenue
Unit 714
Denver, CO 80209

Dawn Lind Vice President None
7 Maize Court
Melville, NY 11747

James Loehle Vice President None
30 Wesley Hill Lane
Warwick, NY 10990

Steve Manns Vice President None
<PAGE>

1941 W. Wolfram Street
Chicago, IL 60657

Todd Marion Vice President None
39 Coleman Avenue
Chatham, N.J. 07928

Marie Masters Vice President None
8384 Glen Eagle Drive
Manlius, NY 13104

LuAnn Mascia(2) Assistant Vice President None

Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203

Anthony Mazzariello Vice President None
100 Anderson Street, #427
Pittsburgh, PA 15212

John McDonough Vice President None
3812 Leland Street
Chevey Chase, MD 20815

Wayne Meyer Vice President None
2617 Sun Meadow Drive
Chesterfield, MO 63005

Tanya Mrva(2) Assistant Vice President None

Laura Mulhall(2) Senior Vice President None

Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931

Wendy Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043

Denise-Marke Nakamura Vice President None
2870 White Ridge Place, #24
Thousand Oaks, CA 91362

Chad V. Noel Vice President None
2408 Eagleridge Dr.
Henderson, NV 89014

Joseph Norton Vice President None
2518 Fillmore Street
San Francisco, CA 94115

Kevin Parchinski Vice President None
<PAGE>

8409 West 116th Terrace
Overland Park, KS 66210

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534

Bill Presutti Vice President None
130 E. 63rd Street, #10E
New York, NY 10021

Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109

Elaine Puleo(2) Senior Vice President None

Minnie Ra Vice President None
100 Delores Street, #203
Carmel, CA 93923

Dustin Raring Vice President None
378 Elm Street
Denver, CO 80220

Michael Raso Vice President None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY 10538

John C. Reinhardt(3) Vice President None

Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230

Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066

Michael S. Rosen(2) Vice President None

Kenneth Rosenson Vice President None
3505 Malibu Country Drive
Malibu, CA 90265

James Ruff(2) President None
<PAGE>

Alfredo Scalzo Vice President None
19401 Via Del Mar, #303
Tampa, FL 33647

Timothy Schoeffler Vice President None
1717 Fox Hall Road
Washington, DC 77479

Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471

Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695

Timothy Stegner Vice President None
794 Jackson Street
Denver, CO 80206

Peter Sullivan Vice President None
21445 S. E 35th Street
Issaquah, WA 98029

David Sturgis Vice President None
44 Abington Road
Danvers, MA 0923

Brian Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017

George Sweeney Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036

Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242

Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092

David G. Thomas Vice President None
7009 Metropolitan Place, #300
Falls Church, VA 22043

Sarah Turpin Vice President None
2201 Wolf Street, #5202
Dallas, TX 75201

Andrea Walsh(1) Vice President None
<PAGE>

Suzanne Walters(1) Assistant Vice President None

Mark Stephen Vandehey(1) Vice President None

James Wiaduck Vice President None
29900 Meridian Place
#22303
Farmington Hills, MI 48331

Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064

Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331

(1) 6803 South Tucson Way, Englewood, CO 80112
(2) Two World Trade Center, New York, NY 10048
(3) 350 Linden Oaks, Rochester, NY 14623

c) Not Applicable

Item 28: 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:

(Declaration of Trust and Bylaws)
MassMutual Institutional Funds
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as Advisor)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as Sub-Advisor)
David L. Babson and Company Inc.
One Memorial Drive
Cambridge, Massachusetts 02142

(With respect to its services as Sub-Advisor)
HarbourView Asset Management Corporation
Two World Trade Center
New York, New York 10048

(With respect to its services as Distributor)
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048
<PAGE>

(With respect to its services as Sub-Administrator, Transfer Agent
and Custodian)
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

(With respect to their services as counsel)
Ropes & Gray
One International Place
Boston, Massachusetts 02110

Item 29: Management Services
- ----------------------------

Not Applicable.

Item 30: Undertakings
- ---------------------

(a) The Registrant hereby undertakes to call a meeting of shareholders
for the purposes of voting upon the question of removal of a trustee or
trustees, and to assist in communications with other shareholders as required by
Section 16(c) of the Securities Act of 1933, as amended, but only where it is
requested to do so by the holders of at least 10% of the Registrant's
outstanding voting securities.

(b) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, Registrant certifies that it has
duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Springfield
and in the Commonwealth of Massachusetts on the 16th day of February, 1998.

MASSMUTUAL INSTITUTIONAL FUNDS

By: /s/ Stuart H. Reese
-------------------
Stuart H. Reese
President

Pursuant to the requirements of the securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated and on this 16th day of February, 1998.

SIGNATURE: TITLE:

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

* Trustee
- -----------------------------
Ronald J. Abdow

* Trustee
- -----------------------------
Richard H. Ayers

* Trustee
- -----------------------------
Mary E. Boland

* Trustee
- -----------------------------
David E. A. Carson
<PAGE>

* Trustee
- -----------------------------
Richard G. Dooley

* Trustee
- -----------------------------
Richard W. Greene

* Trustee
- -----------------------------
Beverly L. Hamilton

* Trustee
- -----------------------------
F. William Marshall, Jr.

* Trustee
- -----------------------------
Charles J. McCarthy

* Trustee
- -----------------------------
John H. Southworth

/s/ Michael D. Hays Chief Financial Officer
- -------------------
Michael D. Hays

/s/ Mark B. Ackerman Treasurer
- --------------------
Mark B. Ackerman
<PAGE>

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

NOTICE

THE NAME MASSMTUUAL INSTITUTIONAL FUNDS IS THE DESIGNATION OF THE TRUST UNDER A
DECLARATION OF TRUST DATED MAY 28, 1993, AS AMENDED. THE OBLIGATIONS OF SUCH
TRUST ARE NOT PERSONALLY BINDING UPON, NOR SHALL RESORT BE HAD TO THE PROPERTY
OF, ANY OF THE TRUSTEES, SHAREHOLDERS OFFICERS, EMPLOYEES OR AGENTS OF SUCH
TRUST, BUT ONLY THE PROPERTY OF THE RELEVANT FUND SHALL BE BOUND.