SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
N-1A
REGISTRATION
STATEMENT (NO. 33-73824)
UNDER
THE SECURITIES ACT
OF 1933
Investment Company
Act File No. 811-8274
Pre-Effective
Amendment No.
Post-Effective
Amendment No. 15
and
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
17
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)
Registrants
Telephone Number, including area code (413) 788-8411
Name and Address
of Agent for Service
Thomas M. Kinzler,
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)
|
|
x on May 1, 2000 pursuant to paragraph
(b)
|
|
¨ 60 days after filing to pursuant to
paragraph (a) of Rule 495
|
|
¨ on [date] pursuant to paragraph (a)(1) of
rule 485
|
|
¨ 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. 15 to its Registration Statement No.
33-73824 under the Securities Act of 1933 and this Amendment No. 17 to its
Registration Statement No. 811-08274 under the Investment Company Act of
1940. This Post-Effective Amendment relates to all Registrants
Series.
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, 1999, on or about March 31, 2000.
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 Large Cap Value Fund
seeks both capital growth and income.
|
|
·
|
MassMutual
Indexed Equity Fund
seeks to approximate as closely as practicable (before fees and expenses)
the total return of publicly traded common stocks represented by the
S&P 500® Index.
|
|
·
|
MassMutual
Growth Equity Fund
seeks long-term growth of capital and future income.
|
|
·
|
MassMutual
Aggressive Growth Fund
seeks long-term growth of capital.
|
|
·
|
MassMutual OTC
100 Fund
seeks to approximate as closely as practicable (before fees and expenses)
the total return of the 100 largest publicly traded over-the-counter
common stocks.
|
|
·
|
MassMutual
Focused Value Fund
seeks growth of capital over the long term.
|
|
·
|
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 Mid
Cap Growth Equity II Fund
seeks growth of capital over the long-term.
|
|
·
|
MassMutual Small
Cap Growth Equity Fund
seeks long-term capital appreciation.
|
|
·
|
MassMutual
Emerging Growth Fund
seeks 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.
1
Standard
& Poors®, S&P® and Standard & Poors 500®
are registered trademarks of McGraw-Hill, Inc. and have been licensed for
use by the Fund. The Fund is not sponsored, endorsed, sold or promoted by
Standard & Poors Corporation, a division of McGraw Hill Companies
(S&P). S&P makes no representation or warranty, express
or implied, regarding the advisability of investing in the Fund.
PROSPECTUS
May 1,
2000
Table Of
Contents |
|
Page |
|
|
Summary
Information |
|
3 |
About the
Funds |
MassMutual Prime
Fund |
|
4 |
MassMutual Short-Term
Bond Fund |
|
6 |
MassMutual Core Bond
Fund |
|
8 |
MassMutual Diversified
Bond Fund |
|
10 |
MassMutual Balanced
Fund |
|
12 |
MassMutual Core Equity
Fund |
|
14 |
MassMutual Large Cap
Value Fund |
|
16 |
MassMutual Indexed Equity
Fund |
|
18 |
MassMutual Growth Equity
Fund |
|
20 |
MassMutual Aggressive
Growth Fund |
|
22 |
MassMutual OTC 100
Fund |
|
24 |
MassMutual Focused Value
Fund |
|
26 |
MassMutual Small Cap
Value Equity Fund |
|
28 |
MassMutual Mid Cap Growth
Equity Fund |
|
30 |
MassMutual Mid Cap Growth
Equity II Fund |
|
32 |
MassMutual Small Cap
Growth Equity Fund |
|
34 |
MassMutual Emerging
Growth Fund |
|
36 |
MassMutual International
Equity Fund |
|
38 |
Summary of
Principal Risks |
|
40 |
About the
Investment Adviser and Sub-Advisers |
Massachusetts Mutual Life
Insurance Company |
|
46 |
David L. Babson and
Company Incorporated |
|
46 |
OppenheimerFunds,
Inc. |
|
47 |
Massachusetts Financial
Services Company |
|
47 |
Miller Anderson &
Sherrerd, LLP |
|
48 |
J.P. Morgan Investment
Management Inc. . |
|
48 |
Waddell & Reed
Investment Management Company |
|
48 |
Janus Capital
Corporation |
|
49 |
T. Rowe Price Associates,
Inc. |
|
49 |
Davis Selected Advisers,
L.P. |
|
49 |
Bankers Trust
Company |
|
50 |
Harris Associates
L.P. |
|
50 |
RS Investment Management,
L.P. |
|
50 |
About the
Classes of Shares Multiple Class
Information |
Class S Shares |
|
51 |
Class Y Shares |
|
52 |
Class L Shares |
|
52 |
Class A Shares |
|
52 |
Compensation to
Intermediaries |
|
53 |
Investing in
the Funds |
Buying, Redeeming and
Exchanging Shares |
|
54 |
Determining Net Asset
Value |
|
54 |
How to Invest |
|
54 |
Taxation and
Distributions |
|
55 |
Investment
Performance |
|
56 |
Financial
Highlights |
|
59 |
Appendix Additional Investment Policies and
Risk Considerations |
|
72 |
Summary
Information
MassMutual Institutional Funds provides a broad range of investment choices
across the risk/return spectrum. The summary pages that follow describe
each Funds:
·
|
Principal
Investment Strategies and Risks. A Summary of Principal Risks
of investing in the Funds begins on page 40.
|
·
|
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.
|
Past Performance
is not an indication of future performance. There is no assurance that
a Funds investment objective will be achieved, and you can lose money
by investing in the Funds.
Important
Notes about performance information for the Funds.
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.
The Growth Equity
Fund, Mid Cap Growth Equity Fund and Small Cap Growth Equity Fund are new
Funds effective May 3, 1999. These Funds do not have returns for a full
calendar year. The Large Cap Value Fund, Focused Value Fund, Aggressive
Growth Fund, Mid Cap Growth Equity II Fund and Emerging Growth Fund are new
funds effective May 1, 2000. These Funds do not have actual performance.
For all these Funds, the performance of the Sub-Adviser is provided based
on a composite of portfolios managed by the Sub-Adviser with substantially
similar investment objectives, policies and investment strategies as the
Fund. The Performance Charts for those Sub-Advisers reflect the
Sub-Advisers composite performance, adjusted for class specific
expenses of the particular Fund.
In all cases,
investment returns assume the reinvestment of dividends and capital gains
distributions. Performance shown does not reflect fees that may be paid
by investors for administrative services or group annuity contract
charges.
Important Note
about 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 on the
following pages under Expense Information are meant to assist
you in understanding these fees and expenses. Each fee table shows a
Funds Annual Fund Operating Expenses. None of the Funds charges any
Shareholder Fees for any class of share. Annual Fund Operating Expenses
refer to the costs of operating the Funds. These costs are deducted from a
Funds assets, which means you pay them indirectly.
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 and Risks
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 the
Sub-Adviser, David L. Babson and Company Incorporated (David L.
Babson), judges to be of equivalent quality. Generally, the
majority of the Funds holdings do not have the highest rating. The
Funds 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.
The Fund makes
portfolio investments generally in response to changing economic and market
conditions. While trading activity is expected to be low, the Fund may take
advantage of yield disparities in the market to purchase and sell
instruments to improve the Funds yield or credit quality.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Derivative Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund as returns vary from year to
year.
Class S
Shares
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%
1999 5.10%
During the periods
shown above, the highest quarterly return was 2.01% for the quarter ended
December 31, 1990 and the lowest was .71% for the quarter ended June 30,
1993.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund, by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
5.10 |
% |
|
5.38 |
% |
|
5.18 |
% |
Class
Y+ |
|
5.13 |
% |
|
5.20 |
% |
|
4.98 |
% |
Class
L+ |
|
4.90 |
% |
|
5.22 |
% |
|
5.02 |
% |
Class
A+ |
|
4.59 |
% |
|
4.72 |
% |
|
4.51 |
% |
91-day Treasury
BillsÆ
Ù
|
|
4.74 |
% |
|
5.21 |
% |
|
5.06 |
% |
* 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 shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
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 Funds shares are not
guaranteed.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L* |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
Management Fees |
|
.35% |
|
.35% |
|
.35% |
|
.35% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.20% |
|
.35% |
|
.35% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.45% |
|
.55% |
|
.70% |
|
.95% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$46 |
|
$144 |
|
$252 |
|
$ 566 |
Class Y |
|
$56 |
|
$176 |
|
$307 |
|
$ 689 |
Class L |
|
$72 |
|
$224 |
|
$390 |
|
$ 870 |
Class A |
|
$97 |
|
$303 |
|
$525 |
|
$1,165 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
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 and Risks
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 Funds
portfolio duration is the average of the periods
remaining for payments of principal and interest on the Funds debt
securities, weighted by the dollar amount of each payment. The Funds
portfolio duration is estimated to be generally less than three years. The
Sub-Adviser, David L. Babson, may increase the portfolios
duration when longer-term investments offer higher yields. When short-term
investments offer more attractive yields than longer-term investments, but
with less risk, the portfolios duration may be decreased. Portfolio
duration changes are made by reinvesting cash flows and by selective
trading.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Prepayment Risk, Derivative Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
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%
1999 3.10%
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.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund, by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
3.10% |
|
6.67% |
|
6.89% |
Class
Y+ |
|
3.04% |
|
6.50% |
|
6.69% |
Class
L+ |
|
2.71% |
|
6.44% |
|
6.68% |
Class
A+ |
|
2.51% |
|
6.03% |
|
6.22% |
Lehman Brothers 1-3
Year Government Bond
Index
Ù
|
|
2.98% |
|
6.47% |
|
6.56% |
* 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 shown does not reflect fees that may be paid by investors for
administrative or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
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.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L* |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
Management Fees |
|
.40% |
|
.40% |
|
.40% |
|
.40% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.14% |
|
.19% |
|
.34% |
|
.34% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.54% |
|
.59% |
|
.74% |
|
.99% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 55 |
|
$173 |
|
$302 |
|
$ 676 |
Class Y |
|
$ 60 |
|
$189 |
|
$329 |
|
$ 737 |
Class L |
|
$ 76 |
|
$237 |
|
$411 |
|
$ 917 |
Class A |
|
$101 |
|
$315 |
|
$547 |
|
$1,212 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
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 and Risks
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 Funds net assets may be restricted
or illiquid at the time of purchase.
The Funds
investment Sub-Adviser, David L. Babson, intends for the Funds
duration to match (within 10%) the duration of the Lehman
Brothers Aggregate Bond Index. Portfolio duration changes are accomplished
through reinvesting cash flow and selective trading. The Fund will now use
the Lehman Brothers Aggregate Bond Index for purposes of comparing the
Funds returns, because the Sub-Adviser believes it better reflects
the strategy for the Funds duration to match (within 10%) the
duration of this new Index. Duration is described
on page 6.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Prepayment Risk, Liquidity Risk, Foreign Investment Risk, Currency Risk,
Emerging Market Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
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%
1999 -2.08%
During the periods
shown above, the highest quarterly return was 5.96% for the quarter ended
September 30, 1991 and the lowest was -3.49% for the quarter ended March
31, 1994.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund, by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
-2.08% |
|
7.38% |
|
7.58% |
Class
Y+ |
|
-2.16% |
|
7.20% |
|
7.38% |
Class
L+ |
|
-2.33% |
|
7.14% |
|
7.34% |
Class
A+ |
|
-2.43% |
|
6.75% |
|
6.92% |
Lehman Brothers
Aggregate Bond IndexÆ
Ù
|
|
-0.82% |
|
7.73% |
|
7.70% |
Lehman Brothers
Government/Corporate
Bond IndexÆ
Ù
Ù
|
|
-2.15% |
|
7.60% |
|
7.65% |
* 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 shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
The Lehman
Brothers Aggregate Bond Index is an unmanaged index of fixed rate
investment grade securities with at least one year to maturity combining
the Lehman Brothers Government/Corporate Bond Index and the Mortgage-Backed
Securities Index.
Ù
Ù
The Lehman
Brothers Government Corporate Bond Index, the Funds previous
benchmark 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. Neither Index incurs expenses nor can they be
purchased directly by investors.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L* |
|
Class A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
Management Fees |
|
.48% |
|
.48% |
|
.48% |
|
.48% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.11% |
|
.16% |
|
.31% |
|
.31% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.59% |
|
.64% |
|
.79% |
|
1.04% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Expenses
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 60 |
|
$189 |
|
$329 |
|
$ 737 |
Class Y |
|
$ 65 |
|
$205 |
|
$357 |
|
$ 798 |
Class L |
|
$ 81 |
|
$252 |
|
$439 |
|
$ 977 |
Class A |
|
$106 |
|
$331 |
|
$574 |
|
$1,269 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MassMutual
Diversified Bond Fund
Investment
Objective
This Fund seeks a
superior total rate of return by investing in fixed income
instruments.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its investment objective by investing primarily in the following
types of fixed income instruments:
·
|
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;
|
·
|
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, the Funds Sub-Adviser, David L. Babson, 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 match (within 5%) the
duration of the Lehman Brothers Intermediate Aggregate Bond Index.
Duration is described on page 6.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Prepayment Risk, Liquidity Risk, Derivative Risk, Foreign Investment Risk,
Currency Risk, Emerging Markets Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 3, 1999 and does not have a full calendar year of returns.
There will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund
does not have a full calendar year of returns, there is no table which
shows how the Funds returns have deviated from the broad
market.
Expense
Information
|
|
Class S* |
|
Class Y* |
|
Class L* |
|
Class A* |
Annual Fund
Operating
Expenses
(expenses that
are deducted
from Fund
assets) (% of
average net
assets) |
Management
Fees |
|
.50% |
|
.50% |
|
.50% |
|
.50% |
Distribution
and Service
(Rule 12b-1)
Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.24% |
|
.30% |
|
.44% |
|
.44% |
Total Annual
Fund Operating
Expenses |
|
.74% |
|
.80% |
|
.94% |
|
1.19% |
Expense
Reimbursement
(1)
|
|
(.10%) |
|
(.11%) |
|
(.10%) |
|
(.10%) |
Net Fund
Expenses
(2)
|
|
.64% |
|
.69% |
|
.84% |
|
1.09% |
(1)
|
The expenses in
the above table reflect an agreement by MassMutual to cap the fees and
expenses of the Fund at these amounts through April 30, 2001. The
agreement cannot be terminated unilaterally by MassMutual.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 65 |
|
$226 |
|
$401 |
|
$ 908 |
Class Y |
|
$ 71 |
|
$244 |
|
$433 |
|
$ 978 |
Class L |
|
$ 86 |
|
$290 |
|
$510 |
|
$1,144 |
Class A |
|
$111 |
|
$368 |
|
$645 |
|
$1,432 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
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 and Risks
The Funds
portfolio consists of three segments:
·
|
The Prime
Segment, which seeks to meet liquidity needs by investing in
diverse money market instruments.
|
·
|
The Core
Bond Segment, which invests primarily in investment grade debt
securities.
|
·
|
The Core
Equity Segment, which invests primarily in stocks and convertible
securities of large capitalized companies which have below average price
to earnings ratios and higher dividend yields relative to their industry
group. The Core Equity Segment may be invested in non-dividend paying
stocks as well.
|
The Fund adjusts the
mix of investments among these three market segments based on the judgment
of the Funds Sub-Adviser, David L. Babson, about each
segments 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 Funds 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 Funds 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.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Prepayment Risk, Liquidity Risk, Derivative Risk, Foreign Investment Risk,
Currency Risk, Emerging Markets Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
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%
1999 -1.58%
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.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund, by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
-1.58% |
|
12.66% |
|
10.81% |
Class
Y+ |
|
-1.77% |
|
12.43% |
|
10.58% |
Class
L+ |
|
-1.92% |
|
12.32% |
|
10.46% |
Class
A+ |
|
-2.17% |
|
11.95% |
|
10.10% |
S&P 500
Index
Ù
|
|
21.04% |
|
28.56% |
|
18.21% |
Lipper Balanced
Fund
Index
Ù
|
|
8.98% |
|
16.27% |
|
12.14% |
Lehman Brothers
Aggregate Bond Index |
|
-0.82% |
|
7.73% |
|
7.70% |
Lehman
Brothers
Ù
Government/Corporate
Bond Index
Ù
|
|
-2.15% |
|
7.60% |
|
7.65% |
* 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 shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
The S&P
500® Index is a widely recognized, unmanaged index of common stock of
the 500 largest capitalized U.S. companies. 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 Lehman
Brothers Aggregate Bond Index is an unmanaged index of fixed rate
investment grade securities with at least one year to maturity combining
the Lehman Brothers Government/Corporate Bond Index and the Mortgage-Backed
Securities Index.
The Lehman
Brothers Government-Corporate Bond Index, the Funds previous
benchmark 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. Neither Index incurs expenses nor can they be
purchased directly by investors.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L* |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
|
|
Management Fees |
|
.48% |
|
.48% |
|
.48% |
|
.48% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.26% |
|
.41% |
|
.41% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.58% |
|
.74% |
|
.89% |
|
1.14% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 59 |
|
$186 |
|
$324 |
|
$ 725 |
Class Y |
|
$ 76 |
|
$237 |
|
$411 |
|
$ 917 |
Class L |
|
$ 91 |
|
$284 |
|
$493 |
|
$1,095 |
Class A |
|
$116 |
|
$362 |
|
$628 |
|
$1,384 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
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 and Risks
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 Funds investment Sub-Adviser, David L.
Babson, follows a value approach that favors the stocks of
companies having price/earnings (P/E) ratios generally below
the S&P 500® Index average. The Fund will also favor companies that
have 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. The Fund may also invest a portion of the Funds assets
in non-dividend paying stocks.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Derivative Risk and Leveraging Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
[CHART]
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%
1999 -2.60%
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.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
-2.60% |
|
18.32% |
|
13.77% |
Class
Y+ |
|
-2.71% |
|
18.10% |
|
13.54% |
Class
L+ |
|
-2.81% |
|
18.06% |
|
13.49% |
Class
A+ |
|
-3.13% |
|
17.59% |
|
13.05% |
S&P 500
Index
Ù
|
|
21.04% |
|
28.56% |
|
18.21% |
* 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 shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
The S&P 500® Index is a widely recognized, unmanaged index
representative of common stocks of the largest capitalized U.S. companies.
The Index does not incur expenses and cannot be purchased directly by
investors.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L* |
|
Class A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
|
|
|
|
|
|
|
|
Management Fees |
|
.50% |
|
.50% |
|
.50% |
|
.50% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.08% |
|
.18% |
|
.33% |
|
.33% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.58% |
|
.68% |
|
.83% |
|
1.08% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 59 |
|
$186 |
|
$324 |
|
$ 725 |
Class Y |
|
$ 70 |
|
$218 |
|
$379 |
|
$ 856 |
Class L |
|
$ 85 |
|
$265 |
|
$460 |
|
$1,024 |
Class A |
|
$110 |
|
$344 |
|
$595 |
|
$1,315 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MassMutual
Large Cap Value Fund
Investment
Objective
This Fund seeks both
capital growth and income.
Principal
Investment Strategies and Risks
The Fund seeks to
achieve its investment objective by selecting high quality, large
capitalization companies primarily in the S&P 500 Index®. The
Sub-Adviser to the Fund, Davis Selected Advisers, L.P.
(Davis), will invest primarily in common stock of U.S.
companies with market capitalizations of at least $5 billion. The
Funds investment strategy is to select these companies for the
long-term.
Using intensive
research into company fundamentals, the Funds investment Sub-Adviser
looks for factors, both quantitative and qualitative, that they believe
foster sustainable long-term business growth. While few companies will
exhibit all of these qualities, nearly every company in which they invest
has a majority and appropriate mix of these traits:
·
|
First-Class Management: Proven track record;
Significant personal ownership stake in business; Intelligent allocators
of capital; Smart appliers of technology to improve business and lower
costs;
|
·
|
Strong
Financial Condition and Profitability: Strong balance sheets; Low
cost structure/low debt; High after-tax returns on capital; High quality
of earnings;
|
·
|
Strategic Positioning for the Long-Term:
Non-obsolescent products/industries; Dominant position in a growing
market; Global presence and brand names.
|
The Fund may also
invest to a limited extent in foreign securities and use derivatives as a
hedge against currency risks.
The Principal Risks
of investing in the Fund are Market Risk and Management Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000, and therefore has no performance history. There
will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L |
|
Class A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (% of
average net assets) |
Management Fees |
|
.65% |
|
.65% |
|
.65% |
|
.65% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.19% |
|
.34% |
|
.34% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.75% |
|
.84% |
|
.99% |
|
1.24% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 77 |
|
$240 |
|
|
|
|
Class Y |
|
$ 86 |
|
$268 |
|
|
|
|
Class L |
|
$101 |
|
$315 |
|
|
|
|
Class A |
|
$126 |
|
$394 |
|
|
|
|
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
Davis Prior
Performance Similar Accounts*
The bar chart
illustrates the variability of returns achieved by Davis for its similar
accounts.
1990 -2.75%
1991 41.06%
1992 12.39%
1993 14.84%
1994 -2.11%
1995 40.17%
1996 27.65%
1997 34.81%
1998 15.10%
1999 18.14%
During the periods
shown above, the highest quarterly return was 21.46% for the quarter ended
December 31, 1998 and the lowest was -14.48% for the quarter ended
September 30, 1998.
Davis Average
Annual Total Returns for Similar Accounts*
(for the periods
ended December 31, 1999)
The table compares
Davis investment results for similar accounts to that of an index
measuring the broad market over different time periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
18.14% |
|
26.82% |
|
18.98% |
Class
Y* |
|
18.05% |
|
26.73% |
|
18.89% |
Class
L* |
|
17.90% |
|
26.58% |
|
18.74% |
Class
A* |
|
17.65% |
|
26.32% |
|
18.48% |
S&P 500
Index
Ù
|
|
21.04% |
|
28.56% |
|
18.21% |
* Performance shown is a composite of all portfolios managed
by Davis with substantially similar investment objectives, policies and
investment strategies and without significant client-imposed restrictions,
adjusted to reflect the fees and expenses of each of the Funds share
classes. The bar chart is based on Class S expenses. Davis composite
includes performance of the Selected American Shares and Davis New York
Venture Fund, which are registered under the 1940 Act. The quoted
performance does not represent the historical performance of the MassMutual
Large Cap Value 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. Performance shown does not reflect fees that may be paid by
investors for administrative services or group annuity contract
charges.
Ù
The S&P
500® 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.
MassMutual
Indexed Equity Fund
Investment
Objective
The Fund seeks to
approximate as closely as practicable (before fees and expenses) the
capitalization-weighted total rate of return of that portion of the U.S.
market for publicly-traded common stocks composed of larger-capitalized
companies.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its objective by investing at least 80% of its assets in the equity
securities of companies that make up the S&P 500® Index. The Fund
generally purchases securities in proportions that match their index
weights. This is the basis of achieving capitalization-weighted total rate
of return. Each companys shares contribute to the Funds overall
return in the same proportion as the value of its shares contributes to the
S&P 500® Index. However, the Funds investment Sub-Adviser,
Bankers Trust Company, uses a process known as
optimization, which is a statistical sampling technique. (See
discussion of Optimization on page 76). Therefore, the
Fund may not hold every stock in the Index. This approach allows the Fund
to run an efficient and effective strategy to maximize the Funds
liquidity while minimizing transaction costs. The Fund may also invest in
other instruments whose performance is expected to correspond to the Index.
The Fund may also use derivatives such as index futures and
options, as described in the Appendix. These investments help the Fund
approach the returns of a fully invested portfolio, while keeping cash on
hand for liquidity purposes.
Prior to May 1,
2000, the Fund was a feeder fund. It sought to obtain its
investment objective by investing all its assets in the S&P 500®
Index Master Portfolio (the Master Portfolio) managed by
Barclays Global Fund Advisers. The Fund terminated the master-feeder
structure effective April 30, 2000.
The Principal Risks
of investing in the Fund are Market Risk, Tracking Error Risk, Credit Risk,
Derivative Risk, Foreign Investment Risk, Non-Diversification Risk,
Leveraging Risk and Growth Company Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 N/A
1995 36.93%
1996 22.40%
1997 32.85%
1998 28.08%
1999 20.43%
During the period
shown above, the highest quarterly return for the Fund is 21.23% for the
quarter ended December 31, 1998 and the lowest quarterly return is -9.97%
for the quarter ended September 30, 1998.
Average Annual
Total Returns*
(for the periods
ended December 31, 1999)
The table shows the
risk of investing in the Fund because the Funds returns will differ
from the S&P 500® Index, due, in part, to the fees and expenses of
the Fund.
|
|
One
Year |
|
Five
Years |
|
Since
Inception
(7/93) |
Class S |
|
20.43% |
|
27.99% |
|
21.84% |
Class
Y+ |
|
20.38% |
|
27.80% |
|
21.64% |
Class
L+ |
|
20.17% |
|
27.79% |
|
21.64% |
Class
A+ |
|
19.85% |
|
27.33% |
|
21.17% |
S&P 500®
Index
Ù
|
|
21.04% |
|
28.56% |
|
22.46% |
* The Fund
commenced operations on March 1, 1998. The performance for periods prior to
March 1, 1998 is calculated by including the corresponding total return of
the Master Portfolio in which the Fund previously invested (which includes,
for the period from July 2, 1993 through May 25, 1994, the performance of
its predecessor) adjusted to reflect the Funds current fees and
expenses. Performance shown does not reflect fees that may be paid by
investors for administrative services or group annuity contract
charges.
+ Performance for Class Y and Class A shares of the Fund is
based on Class S shares for the 5-year and since inception periods,
adjusted to reflect Class Y and Class A expenses. Performance for Class L
shares of the Fund prior to July 1, 1999 is based on Class S shares
adjusted to reflect Class L expenses.
Ù
The S&P
500® Index is a widely recognized unmanaged index of common stocks of
the 500 largest capitalized U.S. companies. The S&P 500® Index does
not incur expenses and cannot be purchased directly by
investors.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L* |
|
Class A |
Annual Fund
Operating
Expenses (expenses that
are deducted from Fund
Assets) |
Management Fees |
|
.10% |
|
.10% |
|
.10% |
|
.10% |
Distribution and Service
(Rule 12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.31% |
|
.34% |
|
.49% |
|
.49% |
Total Annual
Fund
Operating Expenses
(1)(2)
|
|
.41% |
|
.44% |
|
.59% |
|
.84% |
(1)
|
The expenses in
the above table are based on expenses for the fiscal year ended December
31, 1999, adjusted to reflect the new investment advisory agreement with
MassMutual and a reduction in administrative expenses effective May 1,
2000.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$42 |
|
$132 |
|
$230 |
|
$ 517 |
Class Y |
|
$45 |
|
$141 |
|
$246 |
|
$ 554 |
Class L |
|
$60 |
|
$189 |
|
$329 |
|
$ 737 |
Class A |
|
$86 |
|
$268 |
|
$466 |
|
$1,036 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MassMutual
Growth Equity Fund
Investment
Objective
This Fund seeks
long-term growth of capital and future income.
Principal
Investment Strategies and Risks
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 Funds 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 a fundamental analysis performed by the
portfolio manager and the Sub-Advisers 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 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.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk, Growth Company Risk and Emerging Markets Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 3, 1999 and does not have a full calendar year of returns.
There will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund
does not have a full calendar year of returns, there is no table which
shows how the Funds returns have deviated from the broad
market.
Expense
Information
|
|
Class
S* |
|
Class
Y* |
|
Class
L* |
|
Class
A* |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
|
|
|
|
|
|
|
|
Management Fees |
|
.68% |
|
.68% |
|
.68% |
|
.68% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.29% |
|
.44% |
|
.57% |
|
.57% |
Total Annual
Fund Operating
Expenses |
|
.97% |
|
1.12% |
|
1.25% |
|
1.50% |
Expense
Reimbursement
(1)
|
|
(.19%) |
|
(.28%) |
|
(.26%) |
|
(.26%) |
Net Fund
Expenses
(2)
|
|
.78% |
|
.84% |
|
.99% |
|
1.24% |
(1)
|
The expenses in
the above table reflect an agreement by MassMutual to cap the fees and
expenses of the Fund at these amounts through April 30, 2001. The
agreement cannot be terminated unilaterally by MassMutual.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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
|
Class S |
|
$ 80 |
|
$290 |
|
$518 |
|
$1,171 |
Class Y |
|
$ 86 |
|
$328 |
|
$590 |
|
$1,336 |
Class L |
|
$101 |
|
$371 |
|
$661 |
|
$1,486 |
Class A |
|
$126 |
|
$449 |
|
$794 |
|
$1,765 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MFS Prior
Performance for Similar Accounts and Funds Return Since Inception*
The bar chart
illustrates the variability of returns achieved by MFS for its similar
accounts, and shows the Funds return since inception.
MFS MassMutual
Composite Growth Equity
Fund
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%
1999 41.86% 29.57%
|
|
Highest
Quarter |
|
Lowest
Quarter |
MassMutual
Growth |
|
|
|
|
Equity
Fund |
|
26.54% 4Q
1999 |
|
-3.85% 3Q
1999 |
MFS
Composite |
|
28.33% 4Q
1999 |
|
-25.19% 3Q
1990 |
MFS Average
Annual Total Returns for Similar Accounts and Funds Return Since
Inception*
(for the periods
ended December 31, 1999)
The table compares
MFS investment results for similar accounts, and the Funds
return since inception, to that of an index measuring the broad market over
different time periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Mass Mutual Growth
Equity |
|
|
|
|
|
|
Fund (since
inception 5/99) |
|
|
|
|
|
|
Class
S* |
|
29.57% |
|
N/A |
|
N/A |
Class
Y* |
|
29.57% |
|
N/A |
|
N/A |
Class
L* |
|
29.57% |
|
N/A |
|
N/A |
Class
A* |
|
29.27% |
|
N/A |
|
N/A |
S&P 500
Index_ |
|
21.04% |
|
28.56% |
|
18.21% |
MFS
Composite |
Class
S* |
|
41.86% |
|
36.19% |
|
22.27% |
Class
Y* |
|
41.80% |
|
36.13% |
|
22.21% |
Class
L* |
|
41.65% |
|
35.98% |
|
22.06% |
Class
A* |
|
41.40% |
|
35.73% |
|
21.80% |
* MFS
Similar Account performance is a composite of all portfolios managed by MFS
with substantially similar investment objectives, policies and investment
strategies and without significant client-imposed restrictions, adjusted to
reflect the fees and expenses of each of the Funds share classes. The
bar chart is based on Class S expenses. MFS composite includes
performance of the Fund since its inception May 3, 1999, and performance of
the Massachusetts Investors Growth Stock Composite Fund, which is also
registered under the 1940 Act. The Funds actual performance since
inception is also shown separately. The composite performance does not
represent the historical performance of the MassMutual Growth Equity Fund.
Historical performance 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.
Performance shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
_ The
S&P 500® 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.
MassMutual
Aggressive Growth Fund
Investment
Objective
This Fund seeks
long-term capital appreciation.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its objective by investing primarily in common stocks selected for
their growth potential. This Fund may invest in companies of any size, from
larger, well-established companies to smaller, emerging growth companies.
The Funds investment Sub-Adviser, Janus Capital Corporation,
generally uses a bottom up approach to identify companies whose
growth potential has not been recognized by the market at large. Companies
are considered one at a time, regardless of size, country of organization,
place of business activity or other similar criteria. Current income is not
an objective of the Fund, and any income realized will be incidental to the
Funds investment objective.
In selecting
securities, the Funds Sub-Adviser focuses on the common stocks of two
types of companies:
·
|
Those experiencing
above-average unit growth versus their peer group or the general economy;
and
|
·
|
Companies that are
realizing positive change as a result of a new product development, an
improved regulatory environment, or strong management team.
|
Sell decisions are
made under two scenarios: first, when a stocks price increases
substantially relative to the companys earnings growth projection,
and the Fund uses the opportunity to take profits; and the Sub-Adviser may
sell when a change in company fundamentals casts doubt on the earnings
expectations.
The Fund is
non-diversified, which means that it may hold larger positions in a smaller
number of stocks than a diversified fund. As a result, an increase or
decrease in value of a single stock could have a greater impact on the
Funds net asset value and its total return. See
Non-Diversification Risk on page 42.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Non-Diversification Risk, Foreign
Investment Risk, Leveraging Risk, Growth Company Risk, Currency Risk and
Emerging Markets Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000, and therefore has no performance history. There
will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L |
|
Class A |
Annual Fund
Operating
Expenses (expenses
that are deducted
from Fund assets)
(% of average net
assets) |
|
|
|
|
|
|
|
|
Management Fees |
|
.73% |
|
.73% |
|
.73% |
|
.73% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.11% |
|
.21% |
|
.36% |
|
.36% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.84% |
|
.94% |
|
1.09% |
|
1.34% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$86 |
|
$268 |
Class Y |
|
$96 |
|
$300 |
Class L |
|
$111 |
|
$347 |
Class A |
|
$137 |
|
$425 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
Janus Prior
Performance Similar Accounts*
The bar chart
illustrates the variability of returns achieved by Janus for its similar
accounts.
1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 N/A
1995 N/A
1996 21.93%
1997 26.88%
1998 57.14%
1999 100.20%
During the periods
shown above, the highest quarterly return was 51.54% for the quarter ended
December 31, 1999 and the lowest was -7.89% for the quarter ended September
30, 1998.
Janus Average
Annual Total Returns for Similar Accounts*
(for the periods
ended December 31, 1999)
The table compares
Janus investment results for its similar accounts to that of an index
measuring the broad market over different time periods.
|
|
One
Year |
|
Since
Inception
1/96 |
Janus Capital
Corporation |
|
|
|
|
|
|
Class
S* |
|
100.20% |
|
|
48.53% |
|
Class
Y* |
|
100.10% |
|
|
48.43% |
|
Class
L* |
|
99.95% |
|
|
48.28% |
|
Class
A* |
|
99.70% |
|
|
48.02% |
|
S&P 500®
Index |
|
21.04% |
|
|
26.39% |
|
* Performance shown is the composite of all portfolios
managed by Janus with substantially similar investment objectives, policies
and investment strategies and without significant client-imposed
restrictions, adjusted to reflect the fees and expenses of each of the
Funds share classes. The bar chart is based on Class S expenses.
Janus composite includes the Janus Olympus Fund which is registered
under the 1940 Act. The quoted performance does not represent the
historical performance of the MassMutual Aggressive Growth 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. Performance
shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
Ù
The S&P
500® Index is a widely recognized, unmanaged index representative of
larger capitalized, U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
MassMutual OTC
100 Fund
Investment
Objective
This Fund seeks to
approximate as closely as practicable (before fees and expenses) the total
return of the 100 largest publicly traded over-the-counter common
stocks.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its objective by investing at least 80% of its assets in the equity
securities of companies included in the NASDAQ 100 Index®, which is
generally recognized as representative of the over-the-counter market. The
NASDAQ 100 Index® is a modified capitalization-weighted index composed
of the 100 largest non-financial companies listed on the National
Association of Securities Dealers Automated Quotations System
(NASDAQ). The NASDAQ 100 Index® does not incur expenses and
cannot be purchased directly by investors.
The Fund generally
purchases securities in proportions that match their index weights. This is
the basis of achieving a capitalization-weighted total rate of return. Each
companys shares contribute to the Funds overall return in the
same proportion as the value of its shares contributes to the NASDAQ 100
Index®. However, the Funds investment sub-adviser, Bankers
Trust Company, uses a process known as optimization, which
is a statistical sampling technique. (See discussion of
Optimization on page 76). Therefore, the Fund may not
hold every stock in the Index. This approach allows the Fund to run an
efficient and effective strategy to maximize the Funds liguidity
while minimizing transaction costs. The Fund may also invest in other
instruments whose performance is expected to correspond to the Index. The
Fund may also use derivatives such as index futures and
options, as described in the Appendix. These investments help the Fund
approach the returns of a fully invested portfolio, while keeping cash on
hand for liquidity purposes.
The Fund is
non-diversified, which means that it may hold larger positions in a smaller
number of stocks than a diversified fund. As a result, an increase or
decrease in value of a single stock could have a greater impact on the
Funds net asset value and its total return.
The Principal Risks
of investing in the Fund are Market Risk, Tracking Error Risk, Credit Risk,
Management Risk, Liquidity Risk, Derivative Risk, Non-Diversification Risk,
Leveraging Risk, Smaller Company Risk and Growth Company Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000, and therefore has no performance history. There
will be risks of investing in the Fund as returns would be expected to vary
from year to year.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
* NASDAQ 100
Index® is a registered service mark of the NASDAQ Stock Market, Inc.
(NASDAQ). The NASDAQ 100 Index® is composed and calculated
by NASDAQ without regard to the Fund. NASDAQ makes no warranty, express or
implied, regarding, and bears no liability with respect to, the NASDAQ 100
Index® or its use of any data included therein.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L |
|
Class A |
Annual Fund
Operating
Expenses (expenses
that are deducted
from Fund assets)
(% of average net
assets) |
Management Fees |
|
.15% |
|
.15% |
|
.15% |
|
.15% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.39% |
|
.49% |
|
.64% |
|
.64% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.54% |
|
.64% |
|
.79% |
|
1.04% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 55 |
|
$173 |
Class Y |
|
$ 65 |
|
$205 |
Class L |
|
$ 81 |
|
$252 |
Class A |
|
$106 |
|
$331 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MassMutual
Focused Value Fund
Investment
Objective
This Fund seeks
growth of capital over the long-term.
Principal
Investment Strategies and Risks
The Fund seeks to
achieve its objective by investing primarily in a non-diversified portfolio
of U.S. equity securities.
As a
non-diversified fund, the Fund is not limited in the percentage
of its assets that it may invest in any one company. This means that it may
hold larger positions in a smaller number of stocks than a diversified
fund. As a result, an increase or decrease in value of a single stock could
have a greater impact on the Funds net asset value and its total
return. See Non-Diversification Risk described on page
42.
The Funds
Sub-Adviser seeks out companies that are trading at significant discounts
to their underlying value. The manager utilizes a fundamental, bottom-up
investment strategy, focusing on companies with market capitalizations
between $1-$10 billion and which have significant profit
potential.
Sell targets are
generally set when a stock is first purchased. The Sub-Adviser generally
sells a stock when it achieves 90-100% of its fair value or when it is
determined that management is no longer a steward of shareholder
interests.
The Funds
investment Sub-Adviser, Harris Associates L.P., intends to invest
primarily in U.S. companies, but the Fund may invest up to 25% of its total
assets (valued at the time of investment) in securities of non-U.S.
issuers. These may include foreign government obligations and foreign
equity and debt securities that are traded over-the-counter or on foreign
exchanges. There are no geographic limits on the Funds foreign
investments, but the Fund does not expect to invest more than 5% of its
assets in securities of issuers based in emerging markets.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Leveraging Risk
and Smaller Company Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000, and therefore has no performance history. There
will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L |
|
Class A |
Annual Fund
Operating
Expenses (expenses
that are deducted
from Fund assets)
(% of average net
assets) |
|
|
|
|
|
|
|
|
Management Fees |
|
.69% |
|
.69% |
|
.69% |
|
.69% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.20% |
|
.35% |
|
.35% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.79% |
|
.89% |
|
1.04% |
|
1.29% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 81 |
|
$252 |
Class Y |
|
$ 91 |
|
$284 |
Class L |
|
$106 |
|
$331 |
Class A |
|
$132 |
|
$409 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
Harris Associates
Prior Performance
Similar Accounts*
The bar chart
illustrates the variability of returns achieved by Harris Associates for
its similar accounts.
1990 N/A
1991 31.94%
1992 29.78%
1993 24.81%
1994 -3.49%
1995 31.09%
1996 21.85%
1997 28.31%
1998 19.06%
1999 14.06%
During the periods
shown above, the highest quarterly return was 22.72% for the quarter ended
December 31, 1998 and the lowest was -15.39% for the quarter ended
September 30, 1998.
Harris Associates
Average Annual Total Returns for Similar Accounts*
(for the periods
ended December 31, 1999)
The table compares
Harris Associates investment results for similar accounts to that of
an index measuring the broad market over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Since
Inception
1/91 |
Class
S* |
|
14.06% |
|
22.72% |
|
21.43% |
Class
Y* |
|
13.96% |
|
22.62% |
|
21.33% |
Class
L* |
|
13.81% |
|
22.47% |
|
21.18% |
Class
A* |
|
13.56% |
|
22.22% |
|
20.93% |
Russell 2500
Index
Ù
|
|
24.14% |
|
19.43% |
|
18.98% |
* Performance shown is a composite of all portfolios managed
by Harris Associates with substantially similar investment objectives,
policies and investment strategies and without significant, client-imposed
restrictions, adjusted to reflect the fees and expenses of each of the
Funds share classes. The bar chart is based on Class S expenses.
The quoted performance does not represent the historical performance of
the MassMutual Focused Value 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. Performance shown does not reflect fees that may be paid
by investors for administrative services or group annuity contract
charges.
Ù
The Russell
2500 Index is a widely recognized, unmanaged index representative of the
mid-capitalization U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
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 and Risks
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. This approach favors stocks of companies having
price/earnings (P/E) ratios generally below the S&P
500® Index average. The Fund generally invests in publicly traded
stocks of companies with market capitalizations in the range of companies
in the Russell 2000 Index, the Funds benchmark. Normally, however, at
least 65% of the Funds investments will be in small cap companies.
For these purposes, the Fund treats as small cap those
companies whose market capitalizations are within the range of
capitalizations of companies included in the Lipper, Inc. Small Cap
Category. The range of capitalizations of companies included in Russell
2000 Index and the Lipper, Inc. Small Cap Category will fluctuate as market
prices increase or decrease. The Funds Sub-Adviser, David L.
Babson, will not automatically sell or cease to purchase the stock of a
company it already owns just because the companys market
capitalization grows or falls outside the range of companies in the Russell
2000 Index.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Currency Risk, Foreign Investment Risk, Derivative Risk,
Leveraging Risk and Smaller Company Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
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%
1999 0.25%
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 Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund, by comparing the Funds returns with a
broad measure of market performance over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
0.25 |
% |
|
12.88 |
% |
|
11.09 |
% |
Class
Y+ |
|
0.13 |
% |
|
12.66 |
% |
|
10.87 |
% |
Class
L+ |
|
0.03 |
% |
|
12.60 |
% |
|
10.80 |
% |
Class
A+ |
|
-0.36 |
% |
|
12.18 |
% |
|
10.39 |
% |
Russell 2000
Index
Ù
|
|
21.26 |
% |
|
16.69 |
% |
|
13.40 |
% |
* 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
shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
The Russell 2000 Index is a widely recognized, unmanaged index
representative of small-capitalization U.S. companies. The Index does not
incur expenses and cannot be purchased directly by
investors.
Expense
Information
|
|
Class S |
|
Class Y |
|
Class L* |
|
Class A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets)
(% of average net
assets) |
|
|
|
|
|
|
|
|
Management Fees |
|
.58% |
|
.58% |
|
.58% |
|
.58% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.20% |
|
.35% |
|
.35% |
Total Annual
Fund Operating
Expenses
(1)
|
|
.68% |
|
.78% |
|
.93% |
|
1.18% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 70 |
|
$218 |
|
$379 |
|
$ 846 |
Class Y |
|
$ 80 |
|
$249 |
|
$433 |
|
$ 965 |
Class L |
|
$ 95 |
|
$296 |
|
$515 |
|
$1,141 |
Class A |
|
$120 |
|
$375 |
|
$649 |
|
$1,430 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MassMutual Mid
Cap Growth Equity Fund
Investment
Objective
This Fund seeks
long-term capital growth.
Principal
Investment Strategies and Risks
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),
focuses particularly 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 stocks growth prospects.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk, Smaller Company Risk, Growth Company Risk and Emerging
Markets Risk.
Additional Risks
Regarding Performance: The Funds investments in initial public
offerings (IPOs) may have a significant impact on the
Funds returns during its start-up period. The impact of IPOs would
not be expected to be as great as the Funds assets grow.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 3, 1999 and does not have a full calendar year of returns.
There will be risks of investing in the Fund as returns would be expected
to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund
does not have a full calendar year of returns, there is no table which
shows how the Funds returns have deviated from the broad
market.
Expense
Information
|
|
Class
S* |
|
Class
Y* |
|
Class
L* |
|
Class
A* |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
Management Fees |
|
.70% |
|
.70% |
|
.70% |
|
.70% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.19% |
|
.28% |
|
.42% |
|
.41% |
Total Annual
Fund Operating
Expenses |
|
.89% |
|
.98% |
|
1.12% |
|
1.36% |
Expense
Reimbursement
(1)
|
|
(.09%) |
|
(.11%) |
|
(.10%) |
|
(.09%) |
Net Fund
Expenses
(2)
|
|
.80% |
|
.87% |
|
1.02% |
|
1.27% |
(1)
|
The expenses in
the above table reflect an agreement by Mass Mutual to cap the fees and
expenses of the Fund at these amounts through April 30, 2001. The
agreement cannot be terminated unilaterally by MassMutual.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 82 |
|
$275 |
|
$484 |
|
$1,086 |
Class Y |
|
$ 89 |
|
$301 |
|
$531 |
|
$1,190 |
Class L |
|
$104 |
|
$346 |
|
$607 |
|
$1,352 |
Class A |
|
$129 |
|
$422 |
|
$736 |
|
$1,625 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
MAS Prior
Performance for Similar Accounts and Funds Returns Since
Inception*
The bar chart
illustrates the variability of returns achieved by MAS for its similar
accounts, and shows the Funds returns since inception.
[GRAPH]
Mass Mutual
Mid Cap Growth
MAS Composite Equity Fund
1990 N/A
1991 59.50%
1992 2.71%
1993 18.12%
1994 -5.61%
1995 36.24%
1996 18.70%
1997 33.07%
1998 37.38%
1999 68.31% 39.40%
|
|
Highest
Quarter |
|
Lowest
Quarter |
MassMutual Mid Cap
Growth Equity Fund |
|
36.94%, 4Q
1999 |
|
-1.54%, 3Q
1999 |
MAS
Composite |
|
39.31%, 4Q
1999 |
|
-19.80%, 3Q
1990 |
MAS Average
Annual Total Returns for
Similar Accounts and Funds Returns Since Inception*
(for the periods
ended December 31, 1999)
The table compares
MAS investment results for its similar accounts to that of an index
measuring the broad market over different time periods.
|
|
One
Year |
|
Five
Years |
|
Since
Inception
4/90 |
MassMutual Mid Cap
Growth Equity Fund
(since inception 5/99) |
|
|
|
|
|
|
|
|
Class
S* |
|
39.40% |
|
N/A |
|
|
N/A |
|
Class
Y* |
|
39.40% |
|
N/A |
|
|
N/A |
|
Class
L* |
|
39.30% |
|
N/A |
|
|
N/A |
|
Class
A* |
|
39.00% |
|
N/A |
|
|
N/A |
|
MAS Similar
Accounts |
|
|
|
|
|
|
|
|
Class
S* |
|
68.31% |
|
37.84 |
% |
|
26.58 |
% |
Class
Y* |
|
68.24% |
|
37.77 |
% |
|
26.51 |
% |
Class
L* |
|
68.09% |
|
37.62 |
% |
|
26.36 |
% |
Class
A* |
|
67.84% |
|
37.37 |
% |
|
26.10 |
% |
Russell 2500
IndexÆ
Ù
|
|
24.14% |
|
19.43 |
% |
|
15.81 |
% |
* MAS
Similar Account performance is a composite of all portfolios managed by MAS
with substantially similar investment objectives, policies and investment
strategies and without significant client imposed restrictions, adjusted to
reflect the fees and expenses of each of the Funds share classes. The
bar chart is based on Class S expenses. MAS composite includes
performance of the Fund since its inception May 3, 1999, and performance of
the MAS Funds Mid Cap Growth Portfolio, which is registered under the 1940
Act. The Funds actual performance since inception is also shown
separately. The composite performance does not represent the historical
performance of the MassMutual Mid Cap Growth Fund. Historical performance
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. Performance
shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
Ù
The Russell
2500 Index is a widely recognized, unmanaged index representative of
mid-capitalization U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
MassMutual Mid
Cap Growth Equity II Fund
Investment
Objective
This Fund seeks
growth of capital over the long-term.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its objective by investing at least 65% of the Funds total
assets in a diversified portfolio of common stocks of mid-cap companies
whose earnings the Funds investment sub-adviser T. Rowe Price
Associates, Inc., expects to grow at a faster rate than the average
company. Mid-cap companies are defined as those whose market
capitalizations fall within the range of companies in the S&P MidCap
400 Index. However, the Fund is not required to sell a company, or cease to
purchase the stock of a company it already owns, just because the
companys market capitalization has fallen outside that
range.
As investment
Sub-Adviser to the Fund, T. Rowe Price favors companies
that:
·
|
have proven
products or services;
|
·
|
have a record of
above-average earnings growth;
|
·
|
have demonstrated
potential to sustain earnings growth;
|
·
|
operate in
industries experiencing increasing demand;
|
·
|
have stock prices
that appear to undervalue their growth prospects.
|
The Fund will
generally invest its assets in U.S. common stocks. It may also invest in
other securities, including foreign securities and derivatives. The Fund
may sell securities for a variety of reasons, such as to secure gains,
limit losses or redeploy assets into more promising
opportunities.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk, Smaller Company Risk, Growth Company Risk and Emerging
Markets Risk.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000, and therefore has no performance history. There
will be risks of investing in the Fund because the returns would be
expected to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (% of
average net assets) |
Management Fees |
|
.75% |
|
.75% |
|
.75% |
|
.75% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.19% |
|
.34% |
|
.34% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.85% |
|
.94% |
|
1.09% |
|
1.34% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 87 |
|
$271 |
Class Y |
|
$ 96 |
|
$300 |
Class L |
|
$111 |
|
$347 |
Class A |
|
$137 |
|
$425 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
T. Rowe
Price
Prior
Performance Similar Accounts*
The bar chart
illustrates the variability of returns achieved by T. Rowe Price for its
similar accounts.
[GRAPH]
1990 N/A
1991 N/A
1992 N/A
1993 26.30%
1994 0.35%
1995 41.01%
1996 24.90%
1997 18.39%
1998 22.06%
1999 23.84%
During the periods
shown above, the highest quarterly return was 26.80% for the quarter ended
December 31, 1998 and the lowest was -17.47% for the quarter ended
September 30, 1998.
T. Rowe Price
Average Annual Total Returns for Similar Accounts*
(for the periods
ended December 31, 1999)
The table compares
T. Rowe Prices investment results for its similar accounts to that of
an index measuring the broad market over different time
periods.
|
|
One
Year |
|
Five
Years |
|
Since
Inception
7/92 |
Class
S* |
|
23.84% |
|
25.81% |
|
23.86 |
% |
Class
Y* |
|
23.75% |
|
25.72% |
|
23.76 |
% |
Class
L* |
|
23.60% |
|
25.57% |
|
23.61 |
% |
Class
A* |
|
23.35% |
|
25.32% |
|
23.35 |
% |
S&P Mid Cap
400 IndexÆ
Ù
|
|
14.72% |
|
23.05% |
|
18.62 |
% |
* Performance shown is from a mutual fund managed by T. Rowe
Price with substantially similar investment objectives, policies and
investment strategies and without significant client imposed restrictions,
adjusted to reflect the fees and expenses of each of the Funds share
classes. The bar chart is based on Class S expenses. The performance is of
the T. Rowe Price Mid-Cap Growth Fund which is registered under the 1940
Act. The quoted performance does not represent the historical
performance of the MassMutual Mid Cap Growth Equity II 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. Performance shown does not
reflect fees that may be paid by investors for administrative services or
group annuity contract charges.
Ù
The S &
P Mid Cap 400 Index is a widely recognized, unmanaged index representative
of mid-capitalization U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
MassMutual
Small Cap Growth Equity Fund
Investment
Objective
This Fund seeks
long-term capital appreciation.
Principal
Investment Strategies and Risks
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 and
defensive purposes. The Fund will generally buy securities of companies
whose market capitalizations are included in the Lipper, Inc. Small Cap
Category. The range of capitalizations of companies included in the Lipper,
Inc. Small Cap Category will fluctuate as market prices increase or
decrease. 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 being responsible for a portion of the
portfolio.
The investment
process of J.P. Morgan Investment Management Inc. (J.P.
Morgan) is based on 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 companys business strategy and competitive
environment; and high growth sectors such as technology, health care and
consumer services.
Waddell &
Reed Investment Management Company (Waddell & Reed)
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.
Waddell &
Reed buys companies with an anticipated three year holding period, and
therefore expects this portion of the Funds portfolio to typically
have lower than 50% annual turnover.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk, Smaller Company Risk, Growth Company Risk and Emerging
Markets Risk.
Additional Risks
regarding Performance: The Funds investments in initial public
offerings (IPOs) may have a significant impact on the
Funds returns during its start-up period. The impact of IPOs would
not be expected to be as great as the Funds assets grow.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 3, 1999 and does not have a full calendar year of returns.
There will be risks of investing in the Fund as returns would be expected
to vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund
does not have a full calendar year of returns, there is no table which
shows how the Funds returns have deviated from the broad
market.
Expense
Information
|
|
Class
S* |
|
Class
Y* |
|
Class
L* |
|
Class
A* |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees |
|
.82% |
|
|
.82% |
|
|
.82% |
|
|
.82% |
|
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
|
None |
|
|
None |
|
|
.25% |
|
Other
Expenses |
|
.37% |
|
|
.49% |
|
|
.70% |
|
|
.72% |
|
Total Annual
Fund Operating
Expenses |
|
1.19% |
|
|
1.31% |
|
|
1.52% |
|
|
1.79% |
|
Expense
Reimbursement
(1)
|
|
(.24% |
) |
|
(.22% |
) |
|
(.28% |
) |
|
(.30% |
) |
Net Fund
Expenses
(2)
|
|
.95% |
|
|
1.09% |
|
|
1.24% |
|
|
1.49% |
|
(1)
|
The expenses in
the above table reflect an agreement by MassMutual to cap the fees and
expenses of the Fund at these amounts through April 30, 2001. The
agreement cannot be terminated unilaterally by MassMutual.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 97 |
|
$354 |
|
$631 |
|
$1,419 |
Class Y |
|
$111 |
|
$394 |
|
$697 |
|
$1,557 |
Class L |
|
$126 |
|
$453 |
|
$802 |
|
$1,785 |
Class A |
|
$152 |
|
$534 |
|
$942 |
|
$2,077 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
J.P. Morgan and
Waddell & Reed Prior
Performance for
Similar Accounts
and Funds
Returns Since Inception*
The bar chart
illustrates the variability of returns achieved by each Sub-Adviser and how
they have differed, and shows the Funds returns since
inception.
MassMutual
Small Cap Growth
J.P. Morgan Waddell & Reed Equity Fund
1990 N/A 2.39%
1991 N/A 89.52%
1992 N/A 4.79%
1993 N/A 11.39%
1994 N/A 12.25%
1995 42.29% 34.38%
1996 24.39% 6.87%
1997 29.24% 37.11%
1998 0.27% 55.13%
1999 63.54% 91.29% 60.91%
|
|
Highest Quarter |
|
Lowest Quarter |
MassMutual Small
Cap
Growth Equity Fund |
|
42.51%, 4Q
1999 |
|
3.29%, 3Q
1999 |
J.P.
Morgan |
|
43.37%, 4Q
1999 |
|
-21.94%, 3Q
1998 |
Waddell &
Reed |
|
44.12%, 4Q
1999 |
|
-18.05%, 3Q
1990 |
J.P. Morgan and
Waddell & Reed Average
Annual Total
Returns for Similar Accounts
and Funds
Returns Since Inception*
(for the periods
ended December 31, 1999)
The table compares
each Sub-Advisers investment results for its similar accounts, and
the Funds return since inception, to an index measuring the broad
market over different time periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
MassMutual Small
Cap
Growth Equity Fund
(since inception 5/99) |
|
|
|
|
|
|
Class
S* |
|
60.91% |
|
N/A |
|
N/A |
Class
Y* |
|
60.71% |
|
N/A |
|
N/A |
Class
L* |
|
60.55% |
|
N/A |
|
N/A |
Class
A* |
|
60.42% |
|
N/A |
|
N/A |
J. P.
Morgan |
|
|
|
|
|
|
Class
S* |
|
63.54% |
|
30.26% |
|
N/A |
Class
Y* |
|
63.40% |
|
30.12% |
|
N/A |
Class
L* |
|
63.25% |
|
29.97% |
|
N/A |
Class
A* |
|
63.00% |
|
29.72% |
|
N/A |
Waddell &
Reed |
|
|
|
|
|
|
Class
S* |
|
91.29% |
|
42.34% |
|
30.97% |
Class
Y* |
|
91.15% |
|
42.20% |
|
30.83% |
Class
L* |
|
91.00% |
|
42.04% |
|
30.68% |
Class
A* |
|
90.75% |
|
41.79% |
|
30.42% |
Russell 2000
IndexÆ
Ù
|
|
21.26% |
|
16.69% |
|
13.40% |
* Each
Sub-Advisers Similar Account performance is a composite of all
portfolios managed by that Sub-Adviser with substantially similar
investment objectives, policies and investment strategies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of each of the Funds share classes. The bar chart is based
on Class S expenses. Each Sub-Advisers composite includes the return
for the portion of the Funds portfolio which it manages. The
Funds actual performance since inception is also shown separately.
The composite performance does not represent the historical performance of
the MassMutual Small Cap Growth Equity Fund. Historical performance 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. Performance
shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
Ù
The Russell
2000 Index is a widely recognized, unmanaged index representative of
small-capitalization, U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
MassMutual
Emerging Growth Fund
Investment
Objective
This Fund seeks
capital appreciation.
Principal
Investment Strategies and Risks
This Fund seeks to
achieve its objective by investing primarily in smaller, rapidly growing
emerging companies. The Fund will generally invest in industry segments
experiencing rapid growth, and will likely have a portion of its assets in
technology and technology-related stocks. The Fund will normally invest at
least 65% of its assets in equity securities (primarily common stocks) of
these emerging growth companies. Although the Fund may invest in companies
of any size, under current market conditions at the date of this
prospectus, it is expected that a substantial portion of the Funds
investments will be in companies with market capitalizations of $1.5
billion or less.
RS Investment
Management, L.P. (RS), the Funds Sub-Adviser,
considers companies that:
·
|
have distinct
proprietary advantages;
|
·
|
are gaining market
share;
|
·
|
have superior
margins or experience superior profitability; and
|
·
|
have strong
management teams.
|
A security may be
sold when its price hits RS target. A security may also be
sold if the companys growth rate deteriorates or its performance
disappoints, if its price appears overvalued, or if there has been an
unfavorable change in the issuers management. The Fund may also sell
a security if institutional ownership increases substantially.
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk, Smaller Company Risk, Growth Company Risk and Emerging
Markets Risk.
Additional Risks
regarding Performance: The Funds investments in initial public
offerings (IPOs) may have a significant impact on the
Funds returns during its start-up period. The impact of IPOs would
not be expected to be as great as the Funds assets grow.
These Risks are
described beginning on page 40.
Annual
Performance
The Fund began
operations May 1, 2000 and therefore has no performance history. There will
be risks of investing in the Fund because the returns would be expected to
vary from year to year.
Average Annual
Total Returns
(for the period
ended December 31, 1999)
Because this Fund is
new, there is no table which shows how the Funds returns have
deviated from the broad market.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (% of
average net assets) |
Management Fees |
|
.79% |
|
.79% |
|
.79% |
|
.79% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.10% |
|
.20% |
|
.35% |
|
.35% |
Total Annual
Fund Operating
Expenses
(1)(2)
|
|
.89% |
|
.99% |
|
1.14% |
|
1.39% |
(1)
|
Other Expenses and
Total Annual Fund Operating Expenses are based on estimated amounts for
the first fiscal year of the Fund.
|
(2)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$ 91 |
|
$284 |
Class Y |
|
$101 |
|
$315 |
Class L |
|
$116 |
|
$362 |
Class A |
|
$142 |
|
$440 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
RS Prior
Performance
Similar Accounts*
The bar chart
illustrates the variability of returns achieved by RS for its similar
accounts.
[GRAPH]
1990 10.76%
1991 60.28%
1992 -1.95%
1993 8.02%
1994 8.77%
1995 21.38%
1996 22.57%
1997 19.40%
1998 30.21%
1999 181.93%
During the periods
shown above, the highest quarterly return was 74.72% for the quarter ended
December 31, 1999 and the lowest was -23.09% for the quarter ended
September 30, 1998.
|
RS Average
Annual Total Returns for Similar Accounts*
|
(for the periods
ended December 31, 1999)
The table compares
RS investment results for its similar accounts to that of an index
measuring the broad market over different time periods.
|
|
One
Year |
|
Five
Years |
|
Ten
Years |
Class
S* |
|
181.93% |
|
45.50% |
|
29.57% |
Class
Y* |
|
181.83% |
|
45.40% |
|
29.47% |
Class
L* |
|
181.68% |
|
45.24% |
|
29.31% |
Class
A* |
|
181.43% |
|
44.98% |
|
29.05% |
Russell 2000
IndexÆ
Ù
|
|
21.26% |
|
16.69% |
|
13.40% |
* Performance shown is a composite of all portfolios managed
by RS Investment Management with substantially similar investment
objectives, policies and investment strategies and without significant
client imposed restrictions, adjusted to reflect the fees and expenses of
each of the Funds share classes. The bar chart is based on Class S
expenses. RS composite includes performance of the RS Emerging Growth
Fund, which is registered under the 1940 Act. The quoted performance
does not represent the historical performance of the MassMutual Emerging
Growth 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.
Performance shown does not reflect fees tht may be paid by investors for
administrative services or group annuity contract charges.
Ù
The Russell
2000 Index is a widely recognized, unmanaged index representative of
small-capitalization U.S. companies. The Index does not incur expenses and
cannot be purchased directly by investors.
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.
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 Funds Sub-Adviser, OppenheimerFunds,
Inc. (OFI), focuses on well-positioned, well-managed
businesses that have strong revenue growth, sustainable profit margins,
capital efficiency and/or business integrity. OFI 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
|
The Principal Risks
of investing in the Fund are Market Risk, Credit Risk, Management Risk,
Liquidity Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk and Emerging Markets Risk.
These Risks are
described beginning on page 40.
Annual
Performance*
The bar chart shows
the risks of investing in the Fund because the returns vary from year to
year.
Class S
Shares
[GRAPH]
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%
1999 56.98%
During the periods
shown above, the highest quarterly return was 39.47% for the quarter ended
December 31, 1999 and the lowest was -21.54% for the quarter ended
September 30, 1998.
Average Annual
Total Returns
(for the periods
ended December 31, 1999)
The table shows the
risks of investing in the Fund because the Funds returns may deviate
from the broad market over different time periods.
|
|
One
Year |
|
Five
Years |
|
Since
Inception
(8/91) |
Class
S* |
|
56.98% |
|
18.92% |
|
16.86% |
Class
Y+ |
|
57.04% |
|
18.74% |
|
16.65% |
Class
L+ |
|
56.42% |
|
18.65% |
|
16.60% |
Class
A+ |
|
56.25% |
|
17.99% |
|
16.00% |
MSCI
EAFE
Ù
|
|
26.96% |
|
12.83% |
|
11.04% |
* 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 shown does not reflect fees that may be paid by investors for
administrative services or group annuity contract charges.
+ 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
prior to May 3, 1999 is based on Class S shares adjusted to reflect Class L
expenses.
Ù
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.
Expense
Information
|
|
Class
S |
|
Class
Y |
|
Class
L* |
|
Class
A |
Annual Fund
Operating
Expenses
(expenses that are
deducted from
Fund assets) (%
of average net
assets) |
Management Fees |
|
.85% |
|
.85% |
|
.85% |
|
.85% |
Distribution and
Service (Rule
12b-1) Fees |
|
None |
|
None |
|
None |
|
.25% |
Other
Expenses |
|
.22% |
|
.25% |
|
.40% |
|
.40% |
Total Annual
Fund Operating
Expenses
(1)
|
|
1.07% |
|
1.10% |
|
1.25% |
|
1.50% |
(1)
|
Employee benefit
plans which invest in the Fund through MassMutual separate investment
accounts may pay additional charges under their group annuity contract or
services agreement. Investors who purchase shares directly from the Fund
may also be subject to charges imposed in their administrative services
or other agreement with MassMutual or MassMutual affiliate. None of these
charges are deducted from Fund assets.
|
Examples
These examples are
intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you
invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the
Funds 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 |
Class S |
|
$109 |
|
$340 |
|
$590 |
|
$1,304 |
Class Y |
|
$112 |
|
$350 |
|
$606 |
|
$1,338 |
Class L |
|
$127 |
|
$397 |
|
$686 |
|
$1,509 |
Class A |
|
$153 |
|
$474 |
|
$818 |
|
$1,787 |
The Fund does not
impose any Shareholder Fees. Therefore, the figures shown would be the same
whether you sold your shares at the end of a period or kept
them.
Summary of
Principal Risks
The value of your
investment in a Fund changes with the values of the investments in a
Funds portfolio. Many things can affect those values. Factors that
may have an important or significant affect on a particular Funds
portfolio as a whole are called Principal Risks. These
Principal Risks 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 Funds 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 Funds 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. Duration is defined on page 6 of the
Prospectus and in the Statement of Additional Information. Even the
highest quality debt securities are subject to interest rate risk. 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 Indexed Equity Fund, the
International Equity Fund, the Core Equity Segment of the Balanced Fund,
the Large Cap Value Fund, the Growth Equity Fund, the Aggressive Growth
Fund, the OTC 100 Fund, the Focused Value Fund, the Mid Cap Growth Equity
Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth 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
issuers 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 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. All the Funds are, other than the Indexed Equity Fund
and the OTC 100 Fund, subject to management risk because those Funds are
actively managed investment portfolios. Management risk is the chance
that poor security selection will cause the Fund to underperform other
Funds with similar investment objectives. Each Funds investment
Sub-Adviser manages the Fund 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. Each Funds investment Sub-Adviser applies its
investment techniques and risk analyses in making investment decisions
for the Fund, but there can be no guarantee that they will produce the
desired result.
|
|
Certain types of
investments may have a greater effect on a Funds performance.
Investments by the MassMutual Small Cap Growth Equity Fund and MassMutual
Emerging Growth Fund in initial public offerings (IPOs) may
have a significant impact on each Funds returns during its start up
period. However, the impact of IPOs would not be expected to be as great
as each Funds assets grow.
|
·
|
Tracking Error
Risk There are several reasons that the Index Equity
Funds or the OTC 100 Funds performance may not track the
relevant Index exactly. Unlike the Index, each Fund incurs administrative
expenses and transaction costs in trading stocks. The composition of the
Index and the stocks held by the Fund may occasionally diverge. The
timing and magnitude of cash inflows from investors buying shares could
create balances of uninvested cash. Conversely, the timing and magnitude
of cash outflows to investors selling shares could require ready reserves
of uninvested cash. Either situation would likely cause the Funds
performance to deviate from the fully invested
Index.
|
·
|
Prepayment and
Reinvestment Risk. Prepayment and reinvestment 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 Diversified
Bond Fund, the Small Cap Value Equity Fund, the International Equity
Fund, the Core Bond Segment of the Balanced Fund, the Growth Equity Fund,
the Aggressive Growth Fund, the Focused Value Fund, the Mid Cap Growth
Equity Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth Fund
and the Small Cap Growth Equity 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 Funds use of
derivatives may affect the timing and amount of taxes payable by
shareholders.
|
·
|
Non-Diversification Risk. Diversification is a way
for a Fund to reduce its risk. It means that the Fund invests in
securities of a broad range of companies. A non-diversified
fund may purchase larger positions in a smaller number of issuers.
Therefore, the increase or decrease in the value of each single stock
will have a greater impact on the Funds net asset value. In
addition, the Funds net asset value can be expected to fluctuate
more than a comparable diversified fund. This fluctuation can also affect
the Funds performance. The Aggressive Growth Fund and the Focused
Value Fund are actively managed non-diversified funds. Each Funds
investment Sub-Adviser uses a strategy of limiting the number of
companies which the Fund will hold. The Indexed Equity Fund and the OTC
100 Fund are considered non-diversified funds. They satisfy their
investment objectives of replicating a particular index by purchasing the
securities in the index without regard to how much of each security the
Funds buy.
|
·
|
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 significantly, from
U.S. standards. Also, nationalization, expropriation or confiscatory
taxation, currency blockage, political changes or diplomatic developments
could adversely affect a Funds 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 Focused Value Fund, the
Diversified Bond Fund, the Core Bond Segment of the Balanced Fund, the
Growth Equity Fund, the Aggressive Growth Fund, the Indexed Equity Fund,
the Mid Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund, the
Emerging Growth 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 Core Bond Fund, the Diversified Bond Fund,
the Core Bond Segment of the Balanced Fund, the Growth Equity Fund, the
Aggressive Growth Fund, the Focused Value Fund, the Mid Cap Growth Equity
Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth 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 Funds investment objectives and policies. Emerging markets
are generally considered to be the countries having emerging market
economies based on factors such as the countrys 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 Funds 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, the
Growth Equity Fund, the Aggressive Growth Fund, the Focused Value Fund,
the Mid Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund, the
Emerging Growth Fund and the Small Cap 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 or
exposed to 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
Funds 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, Mid Cap Growth Equity II Fund, Focused Value Fund, Emerging
Growth 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, political or market
factors. Growth company securities tend to be more volatile in terms of
price swings and trading volume. The Growth Equity Fund, the Indexed
Equity Fund, the Aggressive Growth Fund, the OTC 100 Fund, the Mid Cap
Growth Equity Fund, the Mid Cap Growth Equity II Fund, the Emerging
Growth Fund and the Small Cap Growth Equity Fund have significant growth
company risk. Growth companies, especially technology related companies,
have seen dramatic rises in stock valuations. These Funds may also have
the risk that the market may deem their stock prices over-valued, which
could cause steep and/or volatile price swings. Also, since investors buy
these stocks because of their expected superior earnings growth, earnings
disappointments often result in sharp price declines.
|
·
|
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.
|
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.
Fund |
|
Market
Risk |
|
Credit
Risk |
|
Manage-
ment
Risk |
|
Pre-
payment
Risk |
|
Liquidity
Risk |
|
Derivative
Risk |
|
Non-
Diversi-
fication
Risk |
|
Foreign
Invest-
ment
Risk |
|
Currency
Risk |
|
Leveraging
Risk |
|
Smaller
Company
Risk |
|
Growth
Company
Risk |
|
Emerging
Markets
Risk |
|
Tracking
Error
Risk |
|
Prime
Fund |
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
Short-Term
Bond Fund |
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
Core Bond
Fund |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
|
Diversified Bond
Fund |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
|
Balanced
Fund |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
|
Core Equity
Fund |
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
Large Cap
Value Fund |
|
X |
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indexed Equity
Fund |
|
X |
|
X |
|
|
|
|
|
|
|
X |
|
X |
|
X |
|
|
|
X |
|
|
|
X |
|
|
|
X |
|
Growth Equity
Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
Aggressive
Growth Fund |
|
X |
|
|
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
OTC 100
Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
X |
|
X |
|
|
|
X |
|
Focused Value
Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
|
|
|
|
Small Cap
Value Equity
Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
|
|
|
|
|
|
Mid Cap Growth
Equity Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
Mid Cap Growth
Equity II Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
Small Cap
Growth Equity
Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
Emerging
Growth Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
|
|
|
International
Equity Fund |
|
X |
|
X |
|
X |
|
|
|
X |
|
X |
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
X |
|
|
About the
Investment Adviser and Sub-Advisers
Massachusetts Mutual Life Insurance Company (MassMutual)
located at 1295 State Street, Springfield, Massachusetts 01111, is the
Funds investment adviser 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 $70.6 billion and assets under
management in excess of $206.6 billion.
MassMutual contracts
with the Sub-Advisers described below to help manage the Funds. In 1999,
MassMutual was paid an investment management fee based on a percentage of
its average daily net assets 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 Core Equity
Fund; .68% for the Growth Equity Fund; .58% for the Small Cap Value Equity
Fund; .70% for the Mid Cap Growth Equity Fund; .82% for the Small Cap Value
Equity Fund; and .85% for the International Equity Fund. MassMutual Large
Cap Value Fund, MassMutual Aggressive Growth Fund, MassMatual OTC 100 Fund,
MassMutual Focused Value Fund, MassMutual Mid Cap Growth Equity II Fund and
MassMutual Emerging Growth Fund commenced operations May 1, 2000. The
current investment management fee paid by each Fund to MassMutual is
identified under Expense Information for each Fund.
The Fund also pays
MassMutual an administrative and shareholder service fee at an annual rate
based on a percentage of daily net assets for the applicable class of
shares. In 1999, the fee ranges for each share class of those funds, other
than for the Indexed Equity Fund, were .0657% to .1232% for Class S shares;
.1432% to .2575% for Class Y shares; and .2932% to .4075% for Class L and
Class A shares. With respect to the Indexed Equity Fund, in 1999 MassMutual
received administrative and shareholder services fees at an annual rate
based on a percentage of daily net assets for each class equal to .3545%
for Class S shares; .3845% for Class Y shares; and .5345% for Class L and
Class A shares.
Effective January 1,
2000, David L. Babson and Company Incorporated, a MassMutual majority-owned
and controlled subsidiary, was appointed by MassMutual to be the investment
Sub-Adviser to the Prime Fund, the Short-Term Bond
Fund, the Core Bond Fund, the Diversified Bond
Fund and the Prime and Core Bond
segments of the Balanced Fund. This resulted from the
consolidation of certain investment advisory businesses of MassMutual. No
changes in the investment personnel who manage these Funds or in the fees
resulted from this corporate reorganization.
David L. Babson,
located at 1295 State Street, Springfield, Massachusetts 01111 and at
One Memorial Drive, Cambridge, Massachusetts 02142, also 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,
giving effect to the reorganization, had assets under management as of
January 1, 2000 of more than $67 billion.
|
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.
|
|
Principally
responsible for the day-to-day management of the Short-Term Bond
Fund. He has managed the Fund since its inception. He has 23
years of investment experience and has been associated with MassMutual
since 1989.
|
|
is primarily
responsible for managing the portfolio of the Core Equity Fund
and the Core Equity Segment of the Balanced
Fund. Mr. Tall began managing the portfolios of these Funds on
April 20, 2000. Mr. Tall, a Senior Vice President of David L. Babson, is
a Chartered Financial Analyst with more than 18 years of investment
experience. Mr. Tall joined David L. Babson in January 2000. Prior to
that, Mr. Tall had worked for Allianz Asset Management (Munich, Germany)
and for Allianz of America (Westport, Connecticut), since 1991, most
recently as a portfolio manager and head of global research team. Mr.
Tall is assisted by a team of David L. Babson professionals, including
Mr. Maramarco.
|
|
assists Mr. Tall
in managing the portfolio of the Core Equity Fund and
Core Equity Segment of the Balanced Fund. Mr.
Maramarco, a Chartered Financial Analyst, has more than 18 years of
investment experience, has been a portfolio manager with David L. Babson
(and a company which merged into David L. Babson) since 1993.
|
|
Principally
responsible for the day-to-day management of the Small Cap Value
Equity Fund since December 1, 1999. Prior to assuming day-to-day
responsibility for managing the Fund, Mr. Szczygiel was actively involved
in assisting the previous portfolio manager. Mr. Szczygiel also currently
serves as portfolio manager for several other registered and unregistered
funds sponsored by David L. Babson with similar investment objectives to
the Fund. Mr. Szczygiel is a Chartered Financial Analyst with over 14
years of investment experience. He has been associated with the
MassMutual organization since 1994, prior to which he was an Associate
Director at Bear Stearns. Mr. Szczygiel is assisted in the day-to-day
management of the Fund by a team of David L. Babson investment
professionals.
|
|
assists Mr.
Szczygiel in the day-to-day management of the Small Cap Value
Equity Fund. Mr. James is Executive Vice President of David L.
Babson and manages registered funds and other unregistered accounts for
David L. Babson. Mr. James has been employed by David L. Babson in
portfolio management since 1986.
|
OppenheimerFunds,
Inc. located at Two World Trade Center, New York, New York 10048
manages the investments of the International Equity Fund.
OppenheimerFunds, Inc. is a majority owned, indirect subsidiary of
MassMutual. Together with its subsidiaries, OFI manages mutual funds with
assets of more than $120 billion.
|
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 OppenheimerFunds for the
past five years. Prior to that, Mr. Evans was an international equities
portfolio manager/analyst for Brown Brothers, Harriman &
Co.
|
|
An
OppenheimerFunds investment professional, Mr. Wilby assists George Evans
in managing the International Equity Fund. He is a senior
vice president of OppenheimerFunds, Inc. and has been a portfolio manager
for OppenheimerFunds, Inc. for more than five years.
|
Massachusetts Financial Services Company (MFS), located at
500 Boylston Street, Boston, Massachusetts 02116, manages the investments
of the Growth Equity Fund. MFS has approximately $136 billion
in assets under management. MFS is an indirect, wholly-owned subsidiary of
SunLife Assurance Company of Canada.
|
is a portfolio
manager of the Growth Equity Fund. Mr. Pesek has been a
portfolio manager with MFS since 1994. Mr. Pesek is a senior vice
president of MFS and manages other portfolios with similar investment
objectives to the Fund.
|
|
is a portfolio
manager of the Growth Equity Fund. Mr. Barrett, a vice
president of MFS, became a portfolio manager on May 1, 2000. Mr. Barrett
has been employed in the investment management area of MFS since 1996.
Prior to joining MFS in 1996, Mr. Barrett had been an Assistant Vice
President and Equity Research Analyst with The Boston Company Asset
Management, Inc.
|
Miller Anderson
& Sherrerd, LLP, located at One Tower Bridge, West Conshohocken,
Pennsylvania 19428, 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, 1999, Morgan Stanley Dean Witter Investment Management had in
excess of $170 billion in assets under management.
|
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 & Co., Incorporated, joined Miller
Anderson & Sherrerd, LLP in 1986. She joined the Mid Cap Growth
management team in 1990.
|
|
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 Equity
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.
|
J.P. Morgan
Investment Management Inc. located at 522 Fifth Avenue, New York, New
York 10036, manages a portion of the portfolio of the Small Cap
Growth Equity Fund. J.P. Morgan manages over $348 billion in
assets, and $129 billion in U.S. equity assets.
|
An investment
professional with J.P. Morgan since 1968, Ms. Pardo is primarily
responsible for day-to-day management of the Small Cap Growth
Equity Fund. Ms. Pardo is co-manager of a similar registered
mutual fund sponsored by J.P. Morgan.
|
|
A J.P. Morgan
professional who assists Ms. Pardo with the day-to-day management of the
portfolio of the Small Cap Growth Equity Fund, Ms. Durcanin
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. Durcanin 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, located at 6300
Lamar, Overland Park, Kansas 66202, manages a portion of the portfolio of
the Small Cap Growth Equity Fund. Waddell & Reed has
approximately $36 billion in assets under management, including more than
$4 billion in institutional assets.
|
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.
|
|
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.
|
Janus Capital
Corporation, located at 100 Fillmore Street, Denver, Colorado 80206,
manages the investments of the portfolio of the Aggressive Growth
Fund. Janus Capital Corporation (Janus) began serving
as investment advisers to mutual funds in 1970. As of December 31, 1999,
Janus managed more that $248.8 billion in mutual fund, institutional and
private account assets.
|
Primarily
responsible for the day-to-day management of the portfolio of the
Aggressive Growth Fund. Ms. Young is an Executive Vice
President of Janus, and has been with Janus since January 1992. She has
managed a similar fund sponsored by Janus since August 1997.
|
T. Rowe Price
Associates, Inc., located at 100 East Pratt, Baltimore, Maryland 21202,
manages the investments of the Mid Cap Growth Equity II Fund.
T. Rowe Price has been managing assets since 1937. T. Rowe Price has
approximately $180 billion in assets under management, with more than $5.5
billion under management in a similarly managed registered investment
company.
|
Primarily
responsible for the day-to-day management of the Mid Cap Growth
Equity II Fund. Mr. Berghuis is a Chartered Financial Analyst and
chairman of the T. Rowe Price investment advisory committee. He joined T.
Rowe Price in 1985.
|
Davis Selected
Advisers, L.P., located at 2949 East Elvira Road, Suite 101, Tucson,
Arizona 86706 manages the investments of the Large Cap Value Fund.
Davis has approximately $26 billion in assets under management,
with more than $16 billion under management in similarly managed registered
investment companies.
|
is a portfolio
manager of the Large Cap Value Fund. Mr. Davis serves as
portfolio manager for a number of equity funds managed by Davis Selected
Advisers. Mr. Davis has served as a portfolio manager since 1995.
Previously, Mr. Davis served as a research analyst at Davis Selected
Advisers, L.P. beginning in 1989.
|
|
is a portfolio
manager of the Large Cap Value Fund. Mr. Feinberg serves as
portfolio manager for a number of equity funds managed by Davis Selected
Advisers. Mr. Feinberg has served as a portfolio manager since 1998.
Previously, Mr. Feinberg served as a research analyst at Davis Selected
Advisers, L.P., beginning in 1994.
|
Bankers Trust Company, a part of Deutsche Asset Management,
manages the investments of the Indexed Equity Fund and the
OTC 100 Fund. Deutsche Asset
Management is the marketing name for the asset management activities of
Bankers Trust Company and its affiliates. As of December 31, 1999, the
entities that comprise Deutsche Asset Management globally had assets under
management in excess of $580 billion. As of December 31, 1999, Bankers
Trust Company had assets under management of $270.5 billion. Pursuant to a
merger, Bankers Trust Company became an affiliate of Deutsche Bank AG in
June 1999. In March, 1999, Bankers Trust Company pleaded guilty to felonies
regarding its custodial operations that were not related to its investment
advisory businesses. Without a permanent exemption from the Securities and
Exchange Commission, Deutsche Asset Management would be unable to serve as
investment sub-adviser to these Funds. A temporary exemption has been
issued by the Securities and Exchange Commission to continue providing
investment advisory services, but there is no assurance that a permanent
exemptive order will be issued.
Harris Associates
L.P., located at 2 North LaSalle Street, Chicago, Illinois 60602,
manages the investment of the Focused Value Fund. Harris
Associates L.P. (Harris Associates) developed and has been
investing under the Focused Value strategy since Harris Associates was
organized in 1995 to succeed to the business of a previous limited
partnership, also named Harris Associates L.P. (the Former
Adviser), that together with its predecessor, had advised and managed
mutual funds since 1970. Harris Associates is a wholly-owned subsidiary of
Nvest Companies, L.P. (Nvest). Nvest is a limited partnership
that owns investment management and related firms. Harris Associates
managed assets in excess of $12.5 billion as of December 31, 1999,
including $2.0 billion in similarly managed registered investment
portfolios.
|
Primarily
responsible for the day-to-day management of the Focused Value
Fund. Mr. Levy is the President and Chief Executive Officer of
Harris Associates since 1997 and has managed other investment portfolios
under the Focused Value Strategy since 1985. Prior to that, he was a
portfolio manager and director of Gofen and Glossberg, Inc.
|
RS Investment
Management, L.P., located at 388 Market Street, Suite 200, San
Francisco, California 94111, manages the investments of the Emerging
Growth Fund. RS Investment Management commenced operations in March
1986 and is part of the RS Investment Management, L.P. organization. RS
manages assets in excess of $8 billion, including more than $2.5 billion in
a similarly managed registered investment company.
|
is primarily
responsible for the day-to-day management of the Emerging Growth Fund.
Since June 1996 as an officer of RS Investment Management, Inc., Mr.
Callinan has been primarily responsible for the similarly managed RS
Emerging Growth Fund. From 1986 until June 1996, Mr. Callinan was a
portfolio manager for Putnam Investments and managed the Putnam OTC
Emerging Growth Fund.
|
MassMutual is
seeking exemptive relief from the Securities and Exchange Commission
(SEC) to permit MassMutual to change sub-advisers or hire new
sub-advisers for one or more Funds from time to time without obtaining
shareholder approval. Normally, shareholders are required to approve
investment sub-advisory agreements. Several other mutual fund companies
have received similar relief. MassMutual believes having this authority is
important, because it allows MassMutual to quickly remove a sub-adviser
when its performance is inadequate or the sub-adviser no longer is able to
meet a Funds investment objective and strategies. MassMutual will not
rely on this authority for any Fund until the SEC has granted the exemption
and the Funds shareholders have approved this
arrangement.
About the
Classes of Shares Multiple Class
Information
The Funds offer
four Classes of shares: Class S, Class Y, Class L and Class A. The shares
offered by this Prospectus are Class S, Class Y, Class L and Class A
shares. None of the Classes of shares has up-front or deferred sales
charges. Only Class A shares charge a service (Rule 12b-1) fee.
Class S, Class Y and
Class L shares are primarily offered to institutional investors through
institutional distribution channels, such as employer-sponsored retirements
plans or through broker-dealers, financial institutions or insurance
companies. Class A shares are primarily offered through retail distribution
channels, such as broker-dealers or financial institutions. The different
Classes have different fees, expenses and/or minimum investor size
requirements. The difference in the fee structures among the Classes is the
result of their separate arrangements for shareholder and distribution
services and not the result of any difference in amounts charged by the
Adviser for investment advisory services. Accordingly, investment advisory
expenses do not vary by Class. Different fees and expenses of a Class will
affect performance of that Class. For additional information, call us toll
free at 1-888-743-5274 or contact a sales representative or financial
intermediary who offer the Classes.
Except as described
below, all Classes of shares of a Fund have identical voting, dividend,
liquidation and other rights, preferences, terms and conditions. The only
differences among the various Classes are: (a) each Class may be subject to
different expenses specific to that Class; (b) each Class has a different
Class designation; (c) each Class has exclusive voting rights with respect
to matters solely affecting such Class; (d) each Class offered in
connection with a 12b-1 Plan will bear the expense of the payments that
would be made pursuant to that 12b-1 Plan, and only that Class will be
entitled to vote on matters pertaining to that 12b-1 Plan; and (e) each
Class will have different exchange privileges.
Each Class of a
Funds shares invests in the same portfolio of securities. Because
each Class will have different expenses, they will likely have different
share prices. All Classes of shares are available for purchase by insurance
company 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 as amended (the
Code), Code Section 403(b) plans, Code Section 457 plans and
other retirement plans, where plan assets of the employer generally
exceed or are expected to exceed $100 million;
|
·
|
Registered mutual
funds and collective trust funds; and
|
·
|
Other
institutional investors with assets generally in excess of $100
million.
|
These Eligible
Purchasers 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 Investors money is invested in the Fund or Funds of its choice.
Class S shares do not have deferred sales charges or any Rule 12b-1
distribution or services fees.
Class Y
Shares
Eligible
Purchasers. Class Y shares may be purchased by:
·
|
Non-qualified
deferred compensation plans;
|
·
|
Registered mutual
funds and collective trust 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 exceed or are expected to exceed $5 million; and
|
·
|
Other
institutional investors with assets generally in excess of $5
million.
|
These Eligible
Purchasers 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;
|
·
|
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 exceed or are expected to exceed $1 million; and
|
·
|
Other
institutional investors with assets generally in excess of $1
million.
|
These Eligible
Purchasers 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/or other shareholder services.
Shareholder and
Distribution Fees. Class L shares of each Fund are purchased
directly from the Trust without a front-end sales charge. Therefore, 100%
of an Investors 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; and
|
·
|
Other
institutional investors, nonqualified deferred compensation plans and
voluntary employees beneficiary associations described in Code
Section 501(c)(9).
|
These Eligible
Purchasers 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 spouses, parents, children and siblings) of the Funds,
MassMutual and its affiliates and retirement plans established by them for
their employees.
Distribution and
Service (Rule 12b-1) Fees. Class A shares are sold at net
asset value per share without an initial sales charge. Therefore, 100% of
an Investors money is invested in the Fund or Funds of its choice.
The Funds have adopted Rule 12b-1 Plans for Class A shares of the Funds.
Under the Plans, each Fund is permitted to pay distribution and service
fees at the annual rate of .25%, in the
aggregate, of that Funds average daily net assets attributable to Class
A shares. Distribution fees may be paid to brokers or other financial
intermediaries for providing services in connection with the distribution
and marketing of Class A shares and for related expenses. Services fees may
be paid to brokers or other financial intermediaries for providing personal
services to Class A shareholders and/or maintaining Class A shareholder
accounts and for related expenses.
Compensation under
the Plans for service fees will be paid to MassMutual and compensation
under the Plans for distribution fees will be paid to the Distributor.
MassMutual and the Distributor will be entitled to retain a portion of the
fees generated by an account, or may reallow the full amount to the brokers
or other intermediaries.
Because these fees
are paid out of a Funds 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
to Intermediaries
MassMutual may
directly, or through the Distributor, pay cash compensation to persons who
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 Class L shares, as
compensation for performing third party administration and/or other
shareholder services. MassMutual may also pay intermediaries up to .15% of
the amount invested for the servicing of Class Y shares. The payments on
account of Class L or Class Y shares will be based on criteria established
by MassMutual. In the event that amounts paid by the Funds to MassMutual as
administrative or management fees are deemed indirect financing of
distribution or servicing costs for Class L or Class Y shares, the Funds
have adopted distribution and servicing plans authorizing such payments. No
additional fees are paid by the Funds under these plans. Compensation paid
to brokers or other intermediaries for providing services on account of
Class A shares is described above under Distribution and Service
(Rule 12b-1) Fees. Where Class L or Class Y shares are sold 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. Each Fund may also pay brokerage commissions to affiliates of its
Sub-Adviser.
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 Time every
day the New York Stock Exchange (NYSE) 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. 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
Funds 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 Funds 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 Funds 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 Funds
assets are valued based on market value of the Funds total portfolio.
The Funds valuation methods are defined in the Statement of
Additional Information.
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
Funds 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 Funds 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
shareholders investment and thus were included in the NAV paid by the
shareholder.
Any gain resulting
from the exchange or redemption of an investors 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 dividends with respect to such
shares.
The Funds
investments in foreign securities may be subject to foreign withholding
taxes. In that case, the Funds 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 Funds investments in foreign
securities or foreign currencies may increase or accelerate the Funds
recognition of ordinary income and may affect the timing or amount of the
Funds distributions.
Shareholders should
consult their tax adviser for more information on their own tax situation,
including possible state, local and foreign taxes.
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 Funds 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, as amended (the 1940 Act), 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 1940 Act, their
performance might have been adversely affected. The historical performance
of the separate investment accounts has been restated to reflect the
Funds expenses, as described in the Fees and Expenses
section of the prospectus.
Sub-Adviser
Performance
MFS. Performance data shown for MFS is
based on a composite of all substantially similar portfolios managed by
MFS, the Sub-Adviser to the Growth Equity Fund, adjusted to reflect
the fees and expenses of each of the Growth Equity Funds share
classes. Some of these portfolios are mutual funds registered with the SEC,
including Massachusetts Investors Growth Stock Fund, and some are private
accounts. MFS composite also includes the returns for the Growth
Equity Fund since its inception date of May 3, 1999 through December 31,
1999. 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.
MAS. Performance data shown for Miller,
Anderson & Sherrerd, LLP is based on a composite of all
substantially similar portfolios managed by MAS, the Mid Cap Growth Equity
Funds Sub-Adviser, adjusted to reflect the fees and expenses of each
of the Funds share classes. One of these portfolios is the MAS Funds
Mid Cap Growth Portfolio, a mutual fund registered with the SEC. MAS
composite also includes the returns for the Mid Cap Growth Equity Fund
since its inception date of May 3, 1999 through December 31, 1999. All the
portfolios have substantially the same investment objective and policies
and are managed in accordance with essentially the same investment
strategies and techniques as those of the Fund.
J.P. Morgan
and Waddell & Reed. J.P. Morgan and Waddell &
Reed each manage a portion of the Small Cap Growth Equity Fund. The
J.P. Morgan performance information is shown based on the historical
performance of all discretionary investment management accounts under the
management of J.P. Morgan with substantially similar investment objectives,
policies and investment strategies as for the Fund, adjusted to reflect the
fees and expenses of each of the Funds share classes. Some of these
portfolios are mutual funds registered with the SEC, including the J.P.
Morgan U.S. Small Company Opportunities Fund, and some are private
accounts. The J.P. Morgan
composite also includes the returns for that portion of the Small Cap Growth
Equity Fund which J.P. Morgan managed from the Funds inception date
of May 3, 1999 through December 31, 1999.
From January 1,
1996, the Waddell & Reed performance information shown is based on a
composite of all accounts it manages with substantially similar investment
objectives and policies as the Fund, adjusted to reflect the fees and
expenses of each of the Funds share classes, including that portion
of the Small Cap Growth Equity Fund which Waddell & Reed managed from
the Funds inception date of May 3, 1999 through December 31, 1999.
From inception of Waddell & Reeds 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 Waddell & Reed.
Davis Selected
Advisers, L.P. Performance data shown for Davis is based
on a composite of all substantially similar portfolios managed by
Davis, the Large Cap Value Funds Sub-Adviser, adjusted to reflect
the fees and expenses of each of the Funds share classes. Some of
these portfolios are mutual funds registered with the SEC, including
Selected American Shares and Davis New York Venture Fund, 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.
Harris
Associates L.P. Performance data shown for Harris
Associates is based on a composite of all substantially similar portfolios
managed by Harris Associates, the Focused Value Funds
Sub-Adviser, adjusted to reflect the fees and expenses of each of the
Funds share classes. 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. Harris Associates also manages a non-diversified mutual fund
registered with the SEC.
RS Investment
Management, L.P. Performance data shown for RS is based
on a composite of all substantially similar portfolios managed by
RS, the Emerging Growth Funds Sub-Adviser, adjusted to reflect
the fees and expenses of each of the Funds share classes. Some of
these portfolios are mutual funds registered with the SEC, including RS
Emerging Growth Fund, 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.
Janus Capital
Corporation. Performance data shown for Janus is based
on a composite of all substantially similar portfolios managed by Janus
Capital Corporation, the Aggressive Growth Funds Sub-Adviser,
adjusted to reflect the fees and expenses of each of the Aggressive Growth
Funds share classes. This composite includes is the Janus Olympus
Fund, which is a registered mutual fund. All the portfolios have has
substantially the same investment objectives and policies and is managed in
accordance with essentially the same investment strategies and techniques
as those of the MassMutual Aggressive Growth Fund.
T. Rowe Price
Associates, Inc. Performance data shown for T. Rowe
Price Associates, the Sub-Adviser to the Mid Cap Growth Equity II Fund, is
based on the performance of the T. Rowe Price Mid-Cap Growth Fund, a
registered mutual fund, adjusted to reflect the fees and expenses of each
of the Funds share classes. The T. Rowe Price Mid-Cap Growth Fund has
substantially the same investment objective and policies and is managed in
accordance with essentially the same investment strategies and techniques
as those of the Fund.
For all of the
Sub-Advisers, 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 Funds, as registered
mutual funds, will be subject to. The performance of the private accounts may
have been adversely affected if they had been registered with the
SEC.
Composite
performance for each of the Sub-Advisers portfolios is provided
solely to illustrate that Sub-Advisers performance in
managing portfolios with investment objectives substantially 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.
Financial
Highlights
The financial
highlights table is intended to help you understand the Funds
financial performance for the past 5 years (or earlier periods for newer
Funds). Some Funds in this prospectus commenced operations May 1, 2000 and
do not have financial results. 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 Deloitte & Touche LLP, whose report,
along with the Funds financial statements, are included in the Annual
Report, which is available on request.
PRIME
FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$150.83 |
|
|
$ 691.21 |
|
|
$152.99 |
|
|
$150.73 |
|
|
$ 690.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
7.55 |
*** |
|
32.03 |
*** |
|
6.37 |
*** |
|
8.78 |
*** |
|
36.67 |
*** |
Net
realized and unrealized gain (loss) on
investments |
|
(0.75 |
) |
|
(0.09 |
) |
|
(1.24 |
) |
|
(1.20 |
) |
|
(1.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
(loss) from investment
operations |
|
6.80 |
|
|
31.94 |
|
|
5.13 |
|
|
7.58 |
|
|
35.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
net investment income |
|
(6.22 |
) |
|
(572.32 |
) |
|
(6.28 |
) |
|
(6.34 |
) |
|
(575.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$151.41 |
|
|
$ 150.83 |
|
|
$151.84 |
|
|
$151.97 |
|
|
$ 150.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
4.59% |
|
|
4.60% |
|
|
3.34% |
|
|
5.13% |
|
|
5.14% |
|
Ratios /
Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000s) |
|
$ 3,548 |
|
|
$ 120 |
|
|
$ 9,842 |
|
|
$33,392 |
|
|
$ 556 |
|
Net
expenses to average daily net assets |
|
1.04% |
|
|
1.20% |
|
|
0.76% |
* |
|
0.57% |
|
|
0.74% |
|
Net
investment income to average daily net
assets |
|
4.89% |
|
|
4.59% |
|
|
6.11% |
* |
|
5.60% |
|
|
5.21% |
|
**
|
For the
period from May 3, 1999 (commencement of operations) through December 31,
1999.
|
***
|
Per
share amount calculated on the average shares method.
|
|
Amounts
have been restated to reflect reverse stock splits (See Note
9).
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
PRIME
FUND
|
|
Class S
(1)
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$ 150.74 |
|
|
$ 150.84 |
|
|
$ 151.00 |
|
|
$ 151.06 |
|
|
$ 150.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
7.82 |
*** |
|
8.10 |
*** |
|
8.14 |
*** |
|
7.85 |
*** |
|
8.70 |
*** |
Net
realized and unrealized gain (loss) on
investments |
|
(0.13 |
) |
|
0.03 |
|
|
(0.01 |
) |
|
0.06 |
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
(loss) from investment
operations |
|
7.69 |
|
|
8.13 |
|
|
(8.13 |
) |
|
7.91 |
|
|
8.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
net investment income |
|
(6.29 |
) |
|
(8.23 |
) |
|
(8.29 |
) |
|
(7.97 |
) |
|
(7.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 152.14 |
|
|
$ 150.74 |
|
|
$ 150.84 |
|
|
$ 151.00 |
|
|
$ 151.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
5.10% |
|
|
5.39% |
|
|
5.39% |
|
|
5.24% |
|
|
5.78% |
|
Ratios /
Supplemental Data: |
Net
assets, end of period (000s) |
|
$316,805 |
|
|
$251,757 |
|
|
$241,370 |
|
|
$258,729 |
|
|
$253,936 |
|
Net
expenses to average daily net assets# |
|
0.48% |
|
|
0.55% |
|
|
0.54% |
|
|
0.52% |
|
|
0.52% |
|
Net
investment income to average daily net
assets |
|
5.06% |
|
|
5.23% |
|
|
5.25% |
|
|
5.10% |
|
|
5.61% |
|
|
# Computed
after giving effect to the voluntary
partial waiver of management fee by
MassMutual, which terminated May 1, 1997.
Without this partial waiver of fees by
MassMutual, the ratio of expenses to average
daily net assets would have been: |
|
N/A |
|
|
N/A |
|
|
0.55% |
|
|
0.55% |
|
|
0.55% |
|
***
|
Per
share amount calculated on the average shares method.
|
(1)
|
Class S
shares were previously designated as Class 4 shares.
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
SHORT-TERM BOND
FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$ 10.31 |
|
|
$ 10.25 |
|
|
$ 10.42 |
|
|
$ 10.31 |
|
|
$ 10.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.50 |
*** |
|
0.52 |
*** |
|
0.38 |
*** |
|
0.57 |
*** |
|
0.57 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.24 |
) |
|
0.05 |
|
|
(0.23 |
) |
|
(0.27 |
) |
|
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
0.26 |
|
|
0.57 |
|
|
0.15 |
|
|
0.30 |
|
|
0.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.58 |
) |
|
(0.50 |
) |
|
(0.64 |
) |
|
(0.64 |
) |
|
(0.55 |
) |
In excess of net investment
income |
|
(0.00 |
)**** |
|
- |
|
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
- |
|
From net realized gains |
|
(0.01 |
) |
|
(0.01 |
) |
|
(0.01 |
) |
|
(0.01 |
) |
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.59 |
) |
|
(0.51 |
) |
|
(0.65 |
) |
|
(0.65 |
) |
|
(0.56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 9.98 |
|
|
$ 10.31 |
|
|
$ 9.92 |
|
|
$ 9.96 |
|
|
$ 10.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
2.51% |
|
|
5.75% |
|
|
1.48% |
|
|
3.04% |
|
|
6.12% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 134 |
|
|
$ 129 |
|
|
$ 1,524 |
|
|
$ 1,808 |
|
|
$ 269 |
|
Net expenses to average daily net
assets |
|
1.05% |
|
|
1.20% |
|
|
0.75% |
* |
|
0.61% |
|
|
0.74% |
|
Net investment income to average daily net
assets |
|
4.81% |
|
|
4.95% |
|
|
5.39% |
* |
|
5.45% |
|
|
5.40% |
|
Portfolio turnover rate |
|
59% |
|
|
44% |
|
|
59% |
|
|
59% |
|
|
44% |
|
|
|
|
Class
S(1)
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$ 10.30 |
|
|
$ 10.23 |
|
|
$ 10.11 |
|
|
$ 10.15 |
|
|
$ 9.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.56 |
*** |
|
0.56 |
|
|
0.65 |
*** |
|
0.60 |
|
|
0.66 |
|
Net realized and unrealized gain (loss) on
investments |
|
(0.24 |
) |
|
0.08 |
|
|
0.04 |
|
|
(0.03 |
) |
|
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
0.32 |
|
|
0.64 |
|
|
0.69 |
|
|
0.57 |
|
|
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.64 |
) |
|
(0.56 |
) |
|
(0.57 |
) |
|
(0.60 |
) |
|
(0.66 |
) |
In excess of net investment
income |
|
(0.00 |
)**** |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
From net realized gains |
|
(0.01 |
) |
|
(0.01 |
) |
|
0.00 |
|
|
(0.01 |
) |
|
(0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.65 |
) |
|
(0.57 |
) |
|
(0.57 |
) |
|
(0.61 |
) |
|
(0.86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 9.97 |
|
|
$ 10.30 |
|
|
$ 10.23 |
|
|
$ 10.11 |
|
|
$ 10.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
3.10% |
|
|
6.29% |
|
|
6.84% |
|
|
5.57% |
|
|
11.77% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$211,137 |
|
|
$283,673 |
|
|
$200,268 |
|
|
$145,182 |
|
|
$122,904 |
|
Net expenses to average daily net
assets# |
|
0.54% |
|
|
0.55% |
|
|
0.54% |
|
|
0.52% |
|
|
0.52% |
|
Net investment income to average daily net
assets |
|
5.34% |
|
|
5.58% |
|
|
6.22% |
|
|
6.00% |
|
|
6.32% |
|
Portfolio turnover rate |
|
59% |
|
|
44% |
|
|
48% |
|
|
61% |
|
|
114% |
|
|
# Computed after giving effect to the
voluntary
partial waiver of management fee by
MassMutual, which terminated May 1, 1997.
Without this partial waiver of fees by
MassMutual, the ratio of expenses to average
daily net assets would have been: |
|
N/A |
|
|
N/A |
|
|
0.55% |
|
|
0.55% |
|
|
0.55% |
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
****
|
Distributions
in excess of net investment income is less than $0.01 per
share.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
CORE BOND
FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$ 11.06 |
|
|
$ 10.85 |
|
|
$ 10.97 |
|
|
$ 11.06 |
|
|
$ 10.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.62 |
*** |
|
0.59 |
*** |
|
0.44 |
*** |
|
0.68 |
*** |
|
0.65 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.89 |
) |
|
0.25 |
|
|
(0.61 |
) |
|
(0.92 |
) |
|
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.27 |
) |
|
0.84 |
|
|
(0.17 |
) |
|
(0.24 |
) |
|
0.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.66 |
) |
|
(0.52 |
) |
|
(0.68 |
) |
|
(0.69 |
) |
|
(0.59 |
) |
From net realized gains |
|
(0.01 |
) |
|
(0.11 |
) |
|
(0.01 |
) |
|
(0.01 |
) |
|
(0.11 |
) |
In excess of net realized gains |
|
(0.00 |
)**** |
|
- |
|
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.67 |
) |
|
(0.63 |
) |
|
(0.69 |
) |
|
(0.70 |
) |
|
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 10.12 |
|
|
$ 11.06 |
|
|
$ 10.11 |
|
|
$ 10.12 |
|
|
$ 11.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(2.43)% |
|
|
7.75% |
|
|
(1.52)% |
|
|
(2.16)% |
|
|
8.25% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 576 |
|
|
$ 141 |
|
|
$ 2,361 |
|
|
$ 19,471 |
|
|
$ 400 |
|
Net expenses to average daily net
assets |
|
1.07% |
|
|
1.20% |
|
|
0.80% |
* |
|
0.65% |
|
|
0.74% |
|
Net investment income to average daily net
assets |
|
5.70% |
|
|
5.26% |
|
|
6.11% |
* |
|
6.29% |
|
|
5.73% |
|
Portfolio turnover rate |
|
61% |
|
|
51% |
|
|
61% |
|
|
61% |
|
|
51% |
|
|
|
|
|
Class
S(1)
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$ 11.06 |
|
|
$ 10.81 |
|
|
$ 10.45 |
|
|
$ 10.75 |
|
|
$ 9.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.66 |
*** |
|
0.67 |
*** |
|
0.69 |
*** |
|
0.67 |
*** |
|
0.72 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.89 |
) |
|
0.24 |
|
|
0.33 |
|
|
(0.37 |
) |
|
1.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.23 |
) |
|
0.91 |
|
|
1.02 |
|
|
0.30 |
|
|
1.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.68 |
) |
|
(0.56 |
) |
|
(0.64 |
) |
|
(0.54 |
) |
|
(0.65 |
) |
From net realized gains |
|
(0.01 |
) |
|
(0.10 |
) |
|
(0.02 |
) |
|
(0.06 |
) |
|
(0.33 |
) |
In excess of net realized gains |
|
(0.00 |
)**** |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.69 |
) |
|
(0.66 |
) |
|
(0.66 |
) |
|
(0.60 |
) |
|
(0.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 10.14 |
|
|
$ 11.06 |
|
|
$ 10.81 |
|
|
$ 10.45 |
|
|
$ 10.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(2.08)% |
|
|
8.44% |
|
|
9.78% |
|
|
2.80% |
|
|
19.15% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$594,002 |
|
|
$709,459 |
|
|
$455,931 |
|
|
$356,699 |
|
|
$253,540 |
|
Net expenses to average daily net assets
# |
|
0.57% |
|
|
0.55% |
|
|
0.54% |
|
|
0.51% |
|
|
0.51% |
|
Net investment income to average daily net
assets |
|
6.07% |
|
|
5.92% |
|
|
6.34% |
|
|
6.26% |
|
|
6.56% |
|
Portfolio turnover rate |
|
61% |
|
|
51% |
|
|
54% |
|
|
54% |
|
|
104% |
|
|
# Computed after giving effect to
the voluntary partial
waiver of management fee by MassMutual, which
terminated May 1, 1997. Without this partial waiver
of fees by MassMutual, the ratio of expenses to
average daily net assets would have
been: |
|
N/A |
|
|
N/A |
|
|
0.55% |
|
|
0.56% |
|
|
0.56% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
****
|
Distributions
in excess of net realized gains is less than $0.01 per
share.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
DIVERSIFIED BOND
FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
Class
S
|
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
Net asset
value, beginning of period |
|
$10.00 |
|
|
$10.00 |
|
|
$10.00 |
|
|
$ 10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.39 |
*** |
|
0.41 |
*** |
|
0.42 |
*** |
|
0.42 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.44 |
) |
|
(0.45 |
) |
|
(0.45 |
) |
|
(0.44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.05 |
) |
|
(0.04 |
) |
|
(0.03 |
) |
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income |
|
(0.39 |
) |
|
(0.40 |
) |
|
(0.41 |
) |
|
(0.42 |
) |
In excess of net investment
income |
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.39 |
) |
|
(0.40 |
) |
|
(0.41 |
) |
|
(0.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 9.56 |
|
|
$ 9.56 |
|
|
$ 9.56 |
|
|
$ 9.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(0.54)% |
|
|
(0.38)% |
|
|
(0.26)% |
|
|
(0.25)% |
|
|
Ratios /
Supplemental Data: |
|
Net assets, end of period
(000s) |
|
$ 100 |
|
|
$ 101 |
|
|
$ 146 |
|
|
$24,975 |
|
Net expenses to average daily net
assets |
|
1.19% |
* |
|
0.94% |
* |
|
0.80% |
* |
|
0.74% |
* |
Net investment income to average daily net
assets |
|
5.92% |
* |
|
6.17% |
* |
|
6.35% |
* |
|
6.33% |
* |
Portfolio turnover rate |
|
32% |
|
|
32% |
|
|
32% |
|
|
32% |
|
|
**
|
For the
period from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per
share amount calculated on the average shares method.
|
|
****
|
Distributions in excess of net investment income is less
than $0.01 per share.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
BALANCED
FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year
ended
12/31/99
|
|
Year
ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Year
ended
12/31/99
|
|
Year
ended
12/31/98
|
Net asset
value, beginning of period |
|
$ 14.20 |
|
|
$ 14.03 |
|
|
$ 14.62 |
|
|
$ 14.20 |
|
|
$ 14.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.40 |
*** |
|
0.41 |
*** |
|
0.47 |
*** |
|
0.46 |
*** |
|
0.48 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.70 |
) |
|
1.36 |
|
|
(1.15 |
) |
|
(0.71 |
) |
|
1.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.30 |
) |
|
1.77 |
|
|
(0.68 |
) |
|
(0.25 |
) |
|
1.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.47 |
) |
|
(0.58 |
) |
|
(0.50 |
) |
|
(0.49 |
) |
|
(0.67 |
) |
Tax return of capital |
|
(0.00 |
)**** |
|
- |
|
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
- |
|
From net realized gains |
|
(0.22 |
) |
|
(1.02 |
) |
|
(0.22 |
) |
|
(0.22 |
) |
|
(1.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.69 |
) |
|
(1.60 |
) |
|
(0.72 |
) |
|
(0.71 |
) |
|
(1.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.21 |
|
|
$ 14.20 |
|
|
$ 13.22 |
|
|
$ 13.24 |
|
|
$ 14.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(2.17% |
) |
|
12.78% |
|
|
(4.69% |
) |
|
(1.77% |
) |
|
13.23% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 573 |
|
|
$ 177 |
|
|
$ 173 |
|
|
$ 59,381 |
|
|
$ 1,051 |
|
Net expenses to average daily net
assets |
|
1.15% |
|
|
1.20% |
|
|
0.89% |
* |
|
0.75% |
|
|
0.76% |
|
Net investment income to average daily net
assets |
|
2.87% |
|
|
2.76% |
|
|
4.97% |
* |
|
3.23% |
|
|
3.21% |
|
Portfolio turnover rate |
|
19% |
|
|
30% |
|
|
19% |
|
|
19% |
|
|
30% |
|
|
|
|
|
Class S
(1)
|
|
|
Year
ended
12/31/99
|
|
Year
ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year
ended
12/31/96
|
|
Year
ended
12/31/95
|
Net asset
value, beginning of period |
|
$ 14.20 |
|
|
$ 13.59 |
|
|
$ 12.34 |
|
|
$ 11.51 |
|
|
$ 9.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.48 |
*** |
|
0.49 |
*** |
|
0.48 |
|
|
0.46 |
|
|
0.44 |
|
Net realized and unrealized gain (loss) on
investments |
|
(0.70 |
) |
|
1.33 |
|
|
1.82 |
|
|
1.02 |
|
|
1.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.22 |
) |
|
1.82 |
|
|
2.30 |
|
|
1.48 |
|
|
2.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.51 |
) |
|
(0.48 |
) |
|
(0.48 |
) |
|
(0.46 |
) |
|
(0.44 |
) |
Tax return of capital |
|
(0.00 |
)**** |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
From net realized gains |
|
(0.22 |
) |
|
(0.73 |
) |
|
(0.57 |
) |
|
(0.19 |
) |
|
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.73 |
) |
|
(1.21 |
) |
|
(1.05 |
) |
|
(0.65 |
) |
|
(0.53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.25 |
|
|
$ 14.20 |
|
|
$ 13.59 |
|
|
$ 12.34 |
|
|
$ 11.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(1.58% |
) |
|
13.50% |
|
|
18.72% |
|
|
12.83% |
|
|
21.31% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$655,478 |
|
|
$771,763 |
|
|
$655,135 |
|
|
$563,280 |
|
|
$456,773 |
|
Net expenses to average daily net
assets# |
|
0.57% |
|
|
0.54% |
|
|
0.54% |
|
|
0.51% |
|
|
0.51% |
|
Net investment income to average daily net
assets |
|
3.36% |
|
|
3.42% |
|
|
3.57% |
|
|
3.83% |
|
|
4.18% |
|
Portfolio turnover rate |
|
19% |
|
|
30% |
|
|
28% |
|
|
26% |
|
|
23% |
|
|
# Computed after giving effect to the
voluntary partial waiver
of management fee by MassMutual, which terminated
May
1, 1997. Without this partial waiver of fees by
MassMutual,
the ratio of expenses to average daily net assets
would have
been: |
|
N/A |
|
|
N/A |
|
|
0.55% |
|
|
0.55% |
|
|
0.55% |
|
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
****
|
Tax return of
capital is less than $0.01 per share.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
CORE EQUITY
FUND
|
|
Class A
|
|
Class L
|
|
Class Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period
ended
12/31/99**
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$
18.40 |
|
|
$
18.02 |
|
|
$
19.36 |
|
|
$
18.39 |
|
|
$
18.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.17 |
*** |
|
0.19 |
*** |
|
0.20 |
*** |
|
0.23 |
*** |
|
0.27 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.75 |
) |
|
2.60 |
|
|
(1.68 |
) |
|
(0.73 |
) |
|
2.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.58 |
) |
|
2.79 |
|
|
(1.48 |
) |
|
(0.50 |
) |
|
2.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.28 |
) |
|
(0.43 |
) |
|
(0.30 |
) |
|
(0.31 |
) |
|
(0.56 |
) |
In excess of net investment
income |
|
(0.00 |
)**** |
|
- |
|
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
- |
|
From net realized gains |
|
(1.23 |
) |
|
(1.98 |
) |
|
(1.23 |
) |
|
(1.23 |
) |
|
(1.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(1.51 |
) |
|
(2.41 |
) |
|
(1.53 |
) |
|
(1.54 |
) |
|
(2.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$
16.31 |
|
|
$
18.40 |
|
|
$
16.35 |
|
|
$
16.35 |
|
|
$
18.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(3.13% |
) |
|
15.96% |
|
|
(7.63% |
) |
|
(2.71% |
) |
|
16.49% |
|
|
Ratios / Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 1,841 |
|
|
$
227 |
|
|
$ 2,380 |
|
|
$ 20,262 |
|
|
$
754 |
|
Net expenses to average daily net
assets |
|
1.10% |
|
|
1.20% |
|
|
0.84% |
* |
|
0.69% |
|
|
0.75% |
|
Net investment income to average daily net
assets |
|
0.92% |
|
|
1.01% |
|
|
1.68% |
* |
|
1.26% |
|
|
1.43% |
|
Portfolio turnover rate |
|
10% |
|
|
12% |
|
|
10% |
|
|
10% |
|
|
12% |
|
|
|
|
Class S(1)
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$
18.39 |
|
|
$
17.00 |
|
|
$
14.46 |
|
|
$
12.63 |
|
|
$
9.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.27 |
*** |
|
0.31 |
|
|
0.32 |
|
|
0.34 |
|
|
0.31 |
|
Net realized and unrealized gain (loss) on
investments |
|
(0.75 |
) |
|
2.49 |
|
|
3.83 |
|
|
2.22 |
|
|
2.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.48 |
) |
|
2.80 |
|
|
4.15 |
|
|
2.56 |
|
|
3.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.30 |
) |
|
(0.31 |
) |
|
(0.31 |
) |
|
(0.34 |
) |
|
(0.31 |
) |
In excess of net investment
income |
|
(0.00 |
)**** |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
From net realized gains |
|
(1.23 |
) |
|
(1.10 |
) |
|
(1.30 |
) |
|
(0.39 |
) |
|
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(1.53 |
) |
|
(1.41 |
) |
|
(1.61 |
) |
|
(0.73 |
) |
|
(0.41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$
16.38 |
|
|
$
18.39 |
|
|
$
17.00 |
|
|
$
14.46 |
|
|
$
12.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(2.60% |
) |
|
16.75% |
|
|
29.01% |
|
|
20.24% |
|
|
31.54% |
|
|
Ratios / Supplemental Data: |
Net assets, end of period
(000s) |
|
$2,854,390 |
|
|
$3,586,177 |
|
|
$3,197,848 |
|
|
$2,485,743 |
|
|
$2,125,248 |
|
Net expenses to average daily net
assets# |
|
0.57% |
|
|
0.54% |
|
|
0.54% |
|
|
0.51% |
|
|
0.51% |
|
Net investment income to average daily net
assets |
|
1.45% |
|
|
1.67% |
|
|
1.91% |
|
|
2.42% |
|
|
2.72% |
|
Portfolio turnover rate |
|
10% |
|
|
12% |
|
|
20% |
|
|
13% |
|
|
16% |
|
|
# Computed after giving effect to the
voluntary partial waiver of management
fee by MassMutual, which terminated
May 1, 1997. Without this partial
waiver of fees by MassMutual, the ratio
of expenses to average daily net assets
would have been: |
|
N/A |
|
|
N/A |
|
|
0.55% |
|
|
0.55% |
|
|
0.55% |
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
****
|
Distributions
in excess of net investment income is less than $0.01 per
share.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
INDEXED EQUITY
FUND
|
|
Class
A
|
|
Class
L
|
|
|
Period ended
12/31/99
|
|
Year ended
2/28/99
|
|
Period ended
12/31/99
|
Net asset
value, beginning of period |
|
$ 11.81 |
|
|
$ 10.00 |
|
|
$ 13.11 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.07 |
** |
|
0.06 |
** |
|
0.06 |
** |
Net realized and unrealized
gain |
|
2.18 |
|
|
1.78 |
|
|
0.90 |
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
2.25 |
|
|
1.84 |
|
|
0.96 |
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.10 |
) |
|
(0.03 |
) |
|
(0.12 |
) |
From net realized gains |
|
(0.15 |
) |
|
- |
|
|
(0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(0.25 |
) |
|
(0.03 |
) |
|
(0.27 |
) |
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.81 |
|
|
$ 11.81 |
|
|
$ 13.80 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
19.14% |
|
|
18.40% |
|
|
7.38% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 2,066 |
|
|
$ 118 |
|
|
$ 1,772 |
|
Net expenses to average daily net
assets |
|
0.85% |
* |
|
1.09% |
|
|
0.60% |
* |
Net investment income to average daily net
assets |
|
0.59% |
* |
|
0.57% |
|
|
0.90% |
* |
|
|
|
Class
Y
|
|
Class
S
|
|
|
Period ended
12/31/99
|
|
Year ended
02/28/99
|
|
Period ended
12/31/99
|
|
Year ended
02/28/99
|
Net asset
value, beginning of period |
|
$ 11.79 |
|
|
$ 10.00 |
|
|
$ 11.82 |
|
|
$ 10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.11 |
** |
|
0.12 |
** |
|
0.12 |
** |
|
0.13 |
** |
Net realized and unrealized
gain |
|
2.18 |
|
|
1.78 |
|
|
2.19 |
|
|
1.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
2.29 |
|
|
1.90 |
|
|
2.31 |
|
|
1.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.12 |
) |
|
(0.11 |
) |
|
(0.10 |
) |
|
(0.09 |
) |
From net realized gains |
|
(0.15 |
) |
|
- |
|
|
(0.15 |
) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.27 |
) |
|
(0.11 |
) |
|
(0.25 |
) |
|
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.81 |
|
|
$ 11.79 |
|
|
$ 13.88 |
|
|
$ 11.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
19.46% |
|
|
18.98% |
|
|
19.61% |
|
|
19.13% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 46,253 |
|
|
$ 859 |
|
|
$ 813,419 |
|
|
$ 426,687 |
|
Net expenses to average daily net
assets |
|
0.44% |
* |
|
0.52% |
|
|
0.42% |
* |
|
0.43% |
|
Net investment income to average daily net
assets |
|
1.01% |
* |
|
1.09% |
|
|
1.06% |
* |
|
1.23% |
|
|
**
|
Per share
amount calculated on the average shares method.
|
|
|
For the period
from July 1, 1999 (commencement of operations) through December 31,
1999.
|
|
|
For the period
from March 1, 1999 through December 31, 1999.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
GROWTH EQUITY FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
Class
S
|
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
Net asset
value, beginning of period |
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income (loss) |
|
(0.05 |
)*** |
|
(0.03 |
)*** |
|
(0.02 |
)*** |
|
(0.01 |
)*** |
Net realized and unrealized gain (loss) on
investments |
|
2.98 |
|
|
2.99 |
|
|
2.98 |
|
|
2.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
2.93 |
|
|
2.96 |
|
|
2.96 |
|
|
2.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net realized gains |
|
(0.03 |
) |
|
(0.03 |
) |
|
(0.03 |
) |
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 12.90 |
|
|
$ 12.93 |
|
|
$ 12.93 |
|
|
$ 12.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
29.27% |
|
|
29.57% |
|
|
29.57% |
|
|
29.57% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 2,379 |
|
|
$ 8,912 |
|
|
$ 34,170 |
|
|
$62,968 |
|
Net expenses to average daily net
assets |
|
1.50 |
%* |
|
1.25 |
%* |
|
1.12 |
%* |
|
0.97 |
%* |
Net investment income (loss) to average
daily net assets |
|
(0.68 |
)%* |
|
(0.41 |
)%* |
|
(0.26 |
)%* |
|
(0.10 |
)%* |
Portfolio turnover rate |
|
114 |
% |
|
114 |
% |
|
114 |
% |
|
114 |
% |
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
SMALL CAP VALUE
EQUITY FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$ 14.07 |
|
|
$ 17.48 |
|
|
$ 13.66 |
|
|
$ 14.06 |
|
|
$ 17.51 |
|
Income (loss)
from investment operations: |
Net investment income |
|
0.07 |
*** |
|
0.03 |
*** |
|
0.08 |
*** |
|
0.12 |
*** |
|
0.11 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
(0.13 |
) |
|
(1.78 |
) |
|
0.32 |
|
|
(0.11 |
) |
|
(1.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
(0.06 |
) |
|
(1.75 |
) |
|
0.40 |
|
|
0.01 |
|
|
(1.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.09 |
) |
|
(0.12 |
) |
|
(0.15 |
) |
|
(0.15 |
) |
|
(0.21 |
) |
From net realized gains |
|
(0.36 |
) |
|
(1.54 |
) |
|
(0.36 |
) |
|
(0.36 |
) |
|
(1.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.45 |
) |
|
(1.66 |
) |
|
(0.51 |
) |
|
(0.51 |
) |
|
(1.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.56 |
|
|
$ 14.07 |
|
|
$ 13.55 |
|
|
$
13.56 |
|
|
$ 14.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
(0.36% |
) |
|
(9.58% |
) |
|
2.97% |
|
|
0.13% |
|
|
(9.25% |
) |
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 262 |
|
|
$ 174 |
|
|
$ 1,634 |
|
|
$ 3,990 |
|
|
$ 568 |
|
Net expenses to average daily net
assets# |
|
1.22% |
|
|
1.30% |
|
|
0.94% |
* |
|
0.80% |
|
|
0.85% |
|
Net investment income to average daily net
assets |
|
0.49% |
|
|
0.19% |
|
|
0.83% |
* |
|
0.86% |
|
|
0.67% |
|
Portfolio turnover rate |
|
34% |
|
|
31% |
|
|
34% |
|
|
34% |
|
|
31% |
|
|
|
|
|
|
|
|
Class
S(1)
|
|
|
|
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$ 14.06 |
|
|
$ 16.61 |
|
|
$ 13.43 |
|
|
$ 11.44 |
|
|
$ 9.69 |
|
Income (loss)
from investment operations: |
Net investment income |
|
0.14 |
*** |
|
0.13 |
|
|
0.13 |
|
|
0.31 |
|
|
0.19 |
|
Net realized and unrealized gain (loss) on
investments |
|
(0.11 |
) |
|
(1.67 |
) |
|
4.73 |
|
|
2.29 |
|
|
1.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
0.03 |
|
|
(1.54 |
) |
|
4.86 |
|
|
2.60 |
|
|
1.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.15 |
) |
|
(0.13 |
) |
|
(0.14 |
) |
|
(0.30 |
) |
|
(0.19 |
) |
From net realized gains |
|
(0.36 |
) |
|
(0.88 |
) |
|
(1.54 |
) |
|
(0.31 |
) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.51 |
) |
|
(1.01 |
) |
|
(1.68 |
) |
|
(0.61 |
) |
|
(0.19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.58 |
|
|
$ 14.06 |
|
|
$ 16.61 |
|
|
$ 13.43 |
|
|
$ 11.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
0.25% |
|
|
(9.02% |
) |
|
36.36% |
|
|
22.82% |
|
|
20.01% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$640,600 |
|
|
$682,578 |
|
|
$690,378 |
|
|
$456,935 |
|
|
$380,398 |
|
Net expenses to average daily net
assets# |
|
0.67% |
|
|
0.64% |
|
|
0.64% |
|
|
0.61% |
|
|
0.61% |
|
Net investment income to average daily net
assets |
|
1.03% |
|
|
0.86% |
|
|
0.89% |
|
|
2.40% |
|
|
1.78% |
|
Portfolio turnover rate |
|
34% |
|
|
31% |
|
|
31% |
|
|
28% |
|
|
28% |
|
|
# Computed after giving effect to the
voluntary
partial waiver of management fee by
MassMutual, which terminated May 1, 1997.
Without this partial waiver of fees by
MassMutual, the ratio of expenses to average
daily net assets would have been: |
|
N/A |
|
|
N/A |
|
|
0.65 |
% |
|
0.65 |
% |
|
0.65% |
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
MID CAP GROWTH
EQUITY FUND
|
|
Class A
|
|
Class L
|
|
Class Y
|
|
Class S
|
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
Net asset
value, beginning of period |
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment loss |
|
(0.07 |
)*** |
|
(0.05 |
)*** |
|
(0.04 |
)*** |
|
(0.02 |
)*** |
Net realized and unrealized gain
(loss) on
investments |
|
3.97 |
|
|
3.98 |
|
|
3.98 |
|
|
3.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
income (loss) from investment
operations |
|
3.90 |
|
|
3.93 |
|
|
3.94 |
|
|
3.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 13.90 |
|
|
$ 13.93 |
|
|
$ 13.94 |
|
|
$ 13.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
39.00% |
|
|
39.30% |
|
|
39.40% |
|
|
39.40% |
|
|
Ratios / Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 682 |
|
|
$ 4,642 |
|
|
$ 41,952 |
|
|
$60,279 |
|
Net expenses to average daily net
assets |
|
1.36% |
* |
|
1.12% |
* |
|
0.98% |
* |
|
0.89% |
* |
Net investment income to average
daily net
assets |
|
(0.86)% |
* |
|
(0.63)% |
* |
|
(0.48)% |
* |
|
(0.32)% |
* |
Portfolio turnover rate |
|
127% |
|
|
127% |
|
|
127% |
|
|
127% |
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
SMALL CAP GROWTH
EQUITY FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
Class
S
|
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
|
Period ended
12/31/99**
|
Net asset
value, beginning of period |
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
$ 10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income (loss) |
|
(0.03 |
)*** |
|
(0.01 |
)*** |
|
0.01 |
*** |
|
0.02 |
*** |
Net realized and unrealized gain (loss) on
investments |
|
6.06 |
|
|
6.06 |
|
|
6.07 |
|
|
6.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
6.03 |
|
|
6.05 |
|
|
6.08 |
|
|
6.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
- |
|
|
(0.00 |
)**** |
|
(0.01 |
) |
|
(0.01 |
) |
In excess of net investment
income |
|
- |
|
|
(0.00 |
)**** |
|
(0.00 |
)**** |
|
(0.00 |
)**** |
From net realized gains |
|
(0.17 |
) |
|
(0.17 |
) |
|
(0.17 |
) |
|
(0.17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.17 |
) |
|
(0.17 |
) |
|
(0.18 |
) |
|
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$ 15.86 |
|
|
$ 15.88 |
|
|
$ 15.90 |
|
|
$ 15.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
60.42% |
|
|
60.55% |
|
|
60.71% |
|
|
60.91% |
|
|
Ratios / Supplemental Data: |
Net assets, end of period
(000s) |
|
$ 1,742 |
|
|
$ 2,198 |
|
|
$ 12,667 |
|
|
$ 92,254 |
|
Net expenses to average daily net
assets |
|
1.79% |
* |
|
1.52% |
* |
|
1.31% |
* |
|
1.19% |
* |
Net investment income (loss) to average
daily net assets |
|
(0.39% |
)* |
|
(0.12% |
)* |
|
0.14% |
* |
|
0.19% |
* |
Portfolio turnover rate |
|
68% |
|
|
68% |
|
|
68% |
|
|
68% |
|
|
**
|
For the
period from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per
share amount calculated on the average shares method.
|
|
****
|
Distributions from net investment income/in excess of
net investment income is less than $0.01 per share.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
INTERNATIONAL
EQUITY FUND
|
|
Class
A
|
|
Class
L
|
|
Class
Y
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Period ended
12/31/99**
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
Net asset
value, beginning of period |
|
$
11.37 |
|
|
$
12.81 |
|
|
$
12.00 |
|
|
$
11.37 |
|
|
$
12.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income (loss) |
|
(0.04 |
)*** |
|
0.01 |
*** |
|
(0.05 |
)*** |
|
(0.01 |
)*** |
|
0.06 |
*** |
Net realized and unrealized gain (loss) on
investments and
foreign currency |
|
6.39 |
|
|
0.53 |
|
|
5.78 |
|
|
6.44 |
|
|
0.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
6.35 |
|
|
0.54 |
|
|
5.73 |
|
|
6.43 |
|
|
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.00 |
)**** |
|
(0.12 |
) |
|
(0.03 |
) |
|
(0.04 |
) |
|
(0.21 |
) |
From net realized gains |
|
(0.81 |
) |
|
(1.86 |
) |
|
(0.81 |
) |
|
(0.81 |
) |
|
(1.86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.81 |
) |
|
(1.98 |
) |
|
(0.84 |
) |
|
(0.85 |
) |
|
(2.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$
16.91 |
|
|
$
11.37 |
|
|
$
16.89 |
|
|
$
16.95 |
|
|
$
11.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
56.25% |
|
|
4.40% |
|
|
48.17% |
|
|
57.04% |
|
|
4.84% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$
548 |
|
|
$
135 |
|
|
$ 7,335 |
|
|
$ 9,335 |
|
|
$
503 |
|
Net expenses to average daily net
assets |
|
1.55% |
|
|
1.69% |
|
|
1.26% |
* |
|
1.11% |
|
|
1.23% |
|
Net investment income to average daily net
assets |
|
(0.28 |
)% |
|
0.10% |
|
|
(0.54 |
)%* |
|
(0.09 |
)% |
|
0.43% |
|
Portfolio turnover rate |
|
63% |
|
|
80% |
|
|
63% |
|
|
63% |
|
|
80% |
|
|
|
|
|
|
Class S(1)
|
|
|
|
|
Year ended
12/31/99
|
|
Year ended
12/31/98
|
|
Year ended
12/31/97
|
|
Year ended
12/31/96
|
|
Year ended
12/31/95
|
Net asset
value, beginning of period |
|
$
11.37 |
|
|
$
12.38 |
|
|
$
11.11 |
|
|
$
9.58 |
|
|
$
9.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from investment operations: |
Net investment income |
|
0.05 |
*** |
|
0.10 |
|
|
0.06 |
|
|
0.06 |
|
|
0.07 |
|
Net realized and unrealized gain on
investments and foreign
currency |
|
6.38 |
|
|
0.51 |
|
|
1.69 |
|
|
1.71 |
|
|
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment
operations |
|
6.43 |
|
|
0.61 |
|
|
1.75 |
|
|
1.77 |
|
|
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions to shareholders: |
From net investment income |
|
(0.03 |
) |
|
(0.17 |
) |
|
(0.07 |
) |
|
(0.24 |
) |
|
(0.07 |
) |
In excess of net investment
income |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(0.11 |
) |
From net realized gains |
|
(0.81 |
) |
|
(1.45 |
) |
|
(0.41 |
) |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
(0.84 |
) |
|
(1.62 |
) |
|
(0.48 |
) |
|
(0.24 |
) |
|
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period |
|
$
16.96 |
|
|
$
11.37 |
|
|
$
12.38 |
|
|
$
11.11 |
|
|
$
9.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return@ |
|
56.98% |
|
|
5.05% |
|
|
15.79% |
|
|
18.51% |
|
|
5.13% |
|
|
Ratios /
Supplemental Data: |
Net assets, end of period
(000s) |
|
$1,087,858 |
|
|
$ 640,498 |
|
|
$ 546,790 |
|
|
$ 356,311 |
|
|
$ 220,718 |
|
Net expenses to average daily net assets
# |
|
1.06% |
|
|
1.04% |
|
|
1.06% |
|
|
1.00% |
|
|
1.00% |
|
Net investment income to average daily net
assets |
|
0.42% |
|
|
0.73% |
|
|
0.53% |
|
|
0.59% |
|
|
0.76% |
|
Portfolio turnover rate |
|
63% |
|
|
80% |
|
|
83% |
|
|
58% |
|
|
121% |
|
# Computed after giving effect to the
voluntary partial
waiver of management fee by MassMutual, which
terminated May 1, 1997. Without this partial waiver
of
fees by MassMutual, the ratio of expenses to
average daily
net assets would have been: |
|
N/A |
|
|
N/A |
|
|
1.07% |
|
|
1.07% |
|
|
1.09% |
|
|
**
|
For the period
from May 3, 1999 (commencement of operations) through December 31,
1999.
|
|
***
|
Per share
amount calculated on the average shares method.
|
|
****
|
Distributions
from income is less than $0.01 per share.
|
|
|
Amounts have
been restated to reflect reverse stock splits (See Note
9).
|
|
(1)
|
Class S shares
were previously designated as Class 4 shares.
|
|
@
|
Employee
retirement benefit plans that invest plan assets in the Separate
Investment Acoounts (SIAs) may be subject to certain charges as set forth
in their respective Plan Documents. Total return figures would be lower
for the periods presented if they reflected these
charges.
|
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 Large
Cap Value Fund, the Focused Value Fund, the Growth Equity Fund, the
Aggressive Growth Fund, the Mid Cap Growth Equity II Fund and the Emerging
Growth 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 Funds 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 and the custodian for all the Funds, have
each advised MassMutual of their plans to deal with the conversion
including how they 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.
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 Funds 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 Funds Custodian 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 Funds 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 Funds portfolio
resulting from downward trends in the markets (for example, in the debt
securities markets generally due to increasing interest
rates);
|
·
|
to protect a
Funds unrealized gains or limit its unrealized losses;
and
|
·
|
to manage a
Funds 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 Funds 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 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 Funds Sub-Adviser deems it appropriate to do
so.
|
(2)
|
Currency
Transactions The International Equity Fund, the Large
Cap Value Fund, the Growth Equity Fund, the Mid Cap Growth Equity Fund,
the Mid Cap Growth Equity II Fund, the Aggressive Growth Fund, the Small
Cap Growth Equity Fund, the Focused Value Fund and the
Emerging Growth Fund may, but will not necessarily, engage in foreign
currency transactions with counterparties in order to hedge the value of
portfolio holdings denominated in or exposed to 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. This 25% limitation is not applicable to the Aggressive Growth
Fund. For more information about forward contracts and currency
transactions and the extent to which tax considerations may limit a
Funds use of such instruments, see the Statement of Additional
Information.
There can be no
assurance that the use of hedging instruments and derivatives by a Fund
will assist it in achieving its investment objective. Risks inherent in the
use of these instruments include 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 Funds
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.
Options and
Futures Contracts
The Large Cap Value
Fund, the Growth Equity Fund, the Aggressive Growth Fund, the Focused Value
Fund, the Mid Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund,
the Small Cap Growth Equity Fund, the Emerging Growth Fund, the Indexed
Equity Fund, and the OTC 100 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
Funds 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 indexes 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.
The Growth Equity
Fund, the Aggressive Growth Fund, the Focused Value Fund, the Mid
Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund, the Emerging
Growth Fund, the Small Cap Growth Equity Fund, the Indexed Equity Fund and
the OTC 100 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
Funds current or intended investments from the effects of changes in
exchange rates or market declines. They may also be used for other
purposes, such as an efficient means of adjusting a Funds exposure to
certain markets; in an effort to enhance income; and as a cash management
tool. 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 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.
Restricted and
Illiquid Securities
Each Fund may invest
up to 15% of its net assets in illiquid and restricted 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 adviser or Sub-Adviser pursuant to Board-approved
guidelines. If there is a lack of trading interest in particular Rule 144A
securities, a Funds holdings of those securities may be illiquid,
resulting in the possibility of undesirable delays in selling these
securities at prices representing fair value.
Foreign
Securities
Investments in
foreign securities offer potential benefits not available from investing
solely in securities of domestic issuers, such as the opportunity to invest
in foreign issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different from
those of the United States or foreign stock markets that do not move in a
manner parallel to U.S. markets, thereby 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 Funds 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 Funds 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.
Trading
A Funds
Sub-Adviser may use trading as a means of managing the portfolios of the
Fund in seeking to achieve their investment objectives. Transactions will
occur when the 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 Sub-Advisers 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 Funds 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. The Growth Equity Fund, the
Mid Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund, the Small
Cap Growth Equity Fund and the Emerging Growth Fund would be expected to
have the highest incidence of trading activity.
Indexing v.
Active Management
Active management
involves the investment Sub-Adviser buying and selling securities based on
research and analysis. Unlike the Funds that are actively managed, the
Indexed Equity Fund and the OTC 100 Fund are index
fundsthey try to match, as closely as possible, the performance of a
target index by generally holding either all, or a representative sample
of, the securities in the index. Indexing provides simplicity because it is
a straightforward market-matching strategy. Index funds generally provide
diversification by investing in a wide variety of companies and industries
(although index funds are technically non-diversified for
purposes of the Investment Company Act of 1940see
Non-Diversification Risk). An index funds performance is
predictable in that the funds value is expected to move in the same
direction, up or down, as the target index. Index funds also tend to have
lower costs because they do not have many of the expenses of actively
managed funds such as research; index funds usually have relatively low
trading activity and therefore brokerage commissions tend to be lower; and
index funds generally realize low capital gains.
Optimization
To attempt to match
the risk and return characteristics of the S&P 500® Index as
closely as possible for the MassMutual Indexed Equity Fund and the NASDAQ
100 Index® for the MassMutual OTC 100 Fund, Bankers Trust Company, the
Funds investment Sub-Adviser, generally invests in a statistically
selected sample of the securities found in the S&P 500® Index or
NASDAQ 100 Index®, as the case may be, using a process known as
optimization. Each Fund may not hold every one of the stocks in
its target Index. The Funds utilize optimization, a statistical
sampling technique, in an effort to run an efficient and effective
strategy.
This will be most
pronounced for the OTC 100 Fund when the Fund does not have enough assets
to be fully invested in all securities in the NASDAQ 100 Index®.
Optimization entails that the Funds first buy the stocks that make up the
larger portions of the relevant Indexs value in roughly the same
proportion as the Index. Second, smaller stocks are analyzed and selected.
In selecting smaller stocks, the investment Sub-Adviser tries to match the
industry and risk characteristics of all of the smaller companies in the
Index without buying all of those stocks. This approach attempts to
maximize the Funds liquidity and returns while minimizing its
costs.
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 Funds investment policies. In certain
market conditions, a Funds Sub-Adviser may for temporary defensive
purposes, invest in investment grade debt securities, government
obligations, or money market instruments or cash equivalents. These
investments may also give the Fund liquidity and allow it to achieve an
investment return during such periods.
Industry
Concentration
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.
|
Industry
Diversification
MassMutual Indexed
Equity Fund, MassMutual OTC 100 Fund, MassMutual Aggressive Growth Fund and
MassMutual Focused Value Fund are classified as non-diversified, which
means that the proportion of each Funds assets that may be invested
in the securities of a single issuer is not limited by the Investment
Company Act of 1940, as amended (the 1940 Act). A
diversified investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than
5% of such assets in the securities of a single issuer. Since a relatively
high percentage of each Funds assets may be invested in the
securities of a limited number of issuers, some of which may be within the
same economic sector, the Funds portfolio may be more sensitive to
the changes in market value of a single issuer or industry. However, to
meet Federal tax requirements, at the close of each quarter the Fund may
not have more than 25% of its total assets invested in any one issuer and,
with respect to 50% of total assets, not more than 5% of its total assets
invested in any one issuer. These limitations do not apply to U.S.
government securities.
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 full
faith and credit of the U.S. Treasury (e.g., direct pass-through
certificates of the Government National Mortgage Association); some are
supported by the right of the issuer to borrow from the U.S. Government
(e.g., obligations of the Federal Home Loan Mortgage Corporation);
and some are backed by only the credit of the issuer itself (e.g.,
the 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 Funds 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 Funds 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 markets perception of the asset backing the
security, the creditworthiness of the servicing agent for the loan pool,
the originator of the loans and the financial institution providing any
credit enhancement. Value 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
borrowers other assets. The degree of credit enhancement varies, and
generally applies to only a fraction of the asset-backed securitys
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 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
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, currently 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. Dollar roll
transactions involve potential risks of loss which are different from those
related to the securities underlying the transaction. The Statement of
Additional Information gives a more detailed description of dollar roll
transactions and related risks.
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
Moodys Investors Service, Inc.) 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 Short-Term Bond
Fund, the Core Bond Fund, the Diversified Bond Fund, the Balanced Fund, the
Growth Equity Fund, the Aggressive Growth Fund, the Focused Value Fund, the
Mid Cap Growth Equity Fund, the Mid Cap Growth Equity II Fund, the Small
Cap Growth Equity Fund and the Emerging Growth 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.
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 Funds 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 1-888-309-3539 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 N312.
From the SEC:
You may review information about the Funds (including the SAI) at the
SECs Public Reference Room in Washington, D.C. (call 1-800-SEC-0330
for information regarding the operation of the SECs public reference
room). You can get copies of this information, upon payment of a copying
fee, by writing to the SECs 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 SECs 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: 811-8274.
[LOGO OF MASS
MUTUAL]
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 1, 2000, 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, 1999 (THE ANNUAL
REPORT). TO OBTAIN A PROSPECTUS, CALL TOLL-FREE 1-888-309-3539, OR
WRITE THE TRUST AT THE ABOVE ADDRESS.
This SAI relates to
the following Funds:
|
·
|
MassMutual
Short-Term Bond Fund
|
|
·
|
MassMutual Core
Bond Fund
|
|
·
|
MassMutual
Diversified Bond Fund
|
|
·
|
MassMutual
Balanced Fund
|
|
·
|
MassMutual Core
Equity Fund
|
|
·
|
MassMutual Large
Cap Value Fund
|
|
·
|
MassMutual Indexed
Equity Fund
|
|
·
|
MassMutual Growth
Equity Fund
|
|
·
|
MassMutual
Aggressive Growth Fund
|
|
·
|
MassMutual OTC 100
Fund
|
|
·
|
MassMutual Focused
Value Fund
|
|
·
|
MassMutual Small
Cap Value Equity Fund
|
|
·
|
MassMutual Mid Cap
Growth Equity Fund
|
|
·
|
MassMutual Mid Cap
Growth Equity II Fund
|
|
·
|
MassMutual Small
Cap Growth Equity Fund
|
|
·
|
MassMutual
Emerging Growth Fund
|
|
·
|
MassMutual
International Equity Fund
|
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.
Dated May 1,
2000
TABLE OF
CONTENTS
|
|
Page
|
GENERAL
INFORMATION |
|
B-3 |
|
|
ADDITIONAL
INVESTMENT POLICIES |
|
B-3 |
|
|
FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUNDS |
|
B-25 |
|
|
NON-FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUNDS |
|
B-26 |
|
|
FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE INDEXED EQUITY FUND |
|
B-27 |
|
|
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE INDEXED EQUITY
FUND |
|
B-28 |
|
|
MANAGEMENT
OF THE TRUST |
|
B-28 |
|
|
COMPENSATION |
|
B-32 |
|
|
CONTROL
PERSONS AND PRINCIPAL HOLDERS OF SECURITIES |
|
B-34 |
|
|
INVESTMENT ADVISER AND SUB-ADVISERS |
|
B-34 |
|
|
ADMINISTRATOR AND SUB-ADMINISTRATOR |
|
B-38 |
|
|
THE
DISTRIBUTOR |
|
B-39 |
|
|
CLASS A
DISTRIBUTION AND SERVICE PLANS |
|
B-40 |
|
|
CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER
AGENT |
|
B-41 |
|
|
INDEPENDENT PUBLIC ACCOUNTANT |
|
B-41 |
|
|
PORTFOLIO TRANSACTIONS AND BROKERAGE |
|
B-41 |
|
|
SHAREHOLDER INVESTMENT ACCOUNT |
|
B-43 |
|
|
DESCRIPTION OF SHARES |
|
B-43 |
|
|
REDEMPTION OF SHARES |
|
B-43 |
|
|
VALUATION OF PORTFOLIO SECURITIES |
|
B-43 |
|
|
INVESTMENT PERFORMANCE |
|
B-44 |
|
|
OTHER
ADVERTISING ITEMS |
|
B-48 |
|
|
TAXATION |
|
B-48 |
|
|
EXPERTS |
|
B-50 |
|
|
GLOSSARY |
|
B-50 |
|
|
APPENDIXDESCRIPTION OF SECURITIES
RATINGS |
|
B-51 |
GENERAL INFORMATION
MassMutual Institutional Funds (the Trust) is
a professionally managed, open-end investment company. This SAI
describes the following eighteen 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 Large Cap
Value Fund (Large Cap Value Fund) (8) MassMutual
Indexed Equity Fund (Indexed Equity Fund), (9)
MassMutual Growth Equity Fund (Growth Equity Fund),
(10) MassMutual Aggressive Growth Fund (Aggressive Growth
Fund), (11) MassMutual OTC 100 Fund (OTC 100
Fund), (12) MassMutual Focused Value Fund (Focused
Value Fund), (13) MassMutual Small Cap Value Equity Fund
(Small Cap Value Equity Fund), (14) MassMutual Mid
Cap Growth Equity Fund (Mid Cap Growth Equity Fund),
(15) MassMutual Mid Cap Growth Equity II Fund (Mid Cap
Growth Equity II Fund) (16) MassMutual Small Cap Growth
Equity Fund (Small Cap Growth Equity Fund), (17)
MassMutual Emerging Growth Fund (Emerging Growth
Fund) and (18) 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 twenty-two 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
adviser for each Fund is Massachusetts Mutual Life Insurance
Company (MassMutual or the Adviser). The
investment sub-adviser for the Prime Fund, Short-Term Bond Fund,
Core Bond Fund, Diversified Bond Fund, Core Equity Fund, the
Small Cap Value Equity Fund and each of the Segments 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 02116. 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 19428. The investment 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 10036 and Waddell & Reed
Investment Management Company (Waddell & Reed),
located at 6300 Lamar, Overland Park, Kansas 66202. The
investment sub-adviser for the International Equity Fund is
OppenheimerFunds, Inc. (OFI), located at Two World
Trade Center, New York, New York 10048. Babson and OFI are each
indirect subsidiaries of MassMutual. The investment sub-adviser
for the Large Cap Value Fund is Davis Selected Advisers
(Davis) located at 2949 East Elvira Road, Suite 101,
Tucson, Arizona 85706. The investment sub-adviser for the
Focused Value Fund is Harris Associates LP (Harris
Associates) located at 2 North La Salle Street, Chicago,
Illinois 60602. The investment sub-adviser for the Aggressive
Growth Fund is Janus Capital Corporation (Janus),
located at 100 Fillmore Street, Denver, Colorado 80206-4928. The
investment sub-adviser for the Mid Cap Growth Equity II Fund is
T. Rowe Price Associates, Inc. (T. Rowe Price),
located at 100 East Pratt Street, Baltimore, Maryland 21202. The
investment sub-adviser for the Emerging Growth Fund is RS
Investment Management (RS), located at 388 Market
Street, Suite 200, San Francisco, California 94111. The
investment sub-adviser for the Indexed Equity Fund and the OTC
100 Fund is Deutsche Asset Management, the marketing name of
Bankers Trust Company (DAM), located at 130 Liberty
Street, New York, New York 10006.
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 Funds
outstanding shares (which, under the Investment Company Act of
1940 (the 1940 Act) and the rules thereunder and as
used in this Statement of Additional Information and in the
Prospectus, means the lesser of (l) 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 Funds 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.
General. Each of the
Equity Funds will generally invest at least 65% of
its total assets in equity securities, generally common stock or
securities convertible into common stock. Fixed income or
Bond funds generally invest at least 65% of their
total assets in debt instruments for which the Fund receives
payments of interest and principal.
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, the Funds
sub-adviser 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 Funds investment restrictions limit
the percentage of the Funds 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.
Short-Term Bond Fund
The
Short-Term Bond Funds 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 Funds duration management strategy is to match
(within 10%) the duration of the Lehman Brothers Aggregate Bond
Index. The Funds sub-adviser 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 Funds duration management strategy is to
match (within 5%) the duration of the Lehman Brothers
Intermediate Aggregate Bond Index. The Funds sub-adviser
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;
|
|
(b) Below investment grade bonds cannot
exceed 25% of the Funds assets;
|
|
(c) Residential whole loan mortgage pools
cannot exceed 15% of the Funds 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 Funds 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.
|
Indexed Equity Fund and OTC 100 Fund
The
Indexed Equity Fund and the OTC 100 Fund each attempts to match
the risk and return characteristics of the S&P 500
Index® or the NASDAQ 100 Index®, respectively, as
closely as possible. With respect to the Indexed Equity Fund,
the Fund invests in securities of the companies in the S&P
500 Index in proportion to their index weightings. The
Funds investment sub-adviser, DAM, seeks a correlation
between the performance of the Fund, before expenses, and the
S&P 500 Index of 98% or better. A figure of 100% would
indicate perfect correlation.
Optimization. The Indexed Equity Fund may not hold
every one of the stocks in the S&P 500 Index® and the
OTC 100 Fund may not hold every one of the stocks in the NASDAQ
100 Index®. In an effort to run an efficient and effective
strategy, each Fund may use the process of
optimization, a statistical sampling technique. This
will be most pronounced for the OTC 100 Fund when the Fund does
not have enough assets to be fully invested in all securities in
the NASDAQ 100 Index®. Optimization entails that the Funds
first buy the stocks that make up the larger portions of the
relevant Indexs value in roughly the same proportion as
the Index. Second, smaller stocks are analyzed and selected. In
selecting smaller stocks, the investment sub-adviser tries to
match the industry and risk characteristics of all of the
smaller companies in the Index without buying all of those
stocks. This approach attempts to maximize the Funds
liquidity and returns while minimizing its costs.
Each of
the Funds will generally invest at least 80% of its assets in
stocks of companies included in the S&P 500 Index® or
the NASDAQ 100 Index®, respectively. The Funds may hold up
to 20% of their assets in short-term debt securities, money
market instruments and stock index futures and options. Futures
and options are considered derivatives because they
derive their value from a traditional security (like
a stock or bond), asset or index. The Funds intend to buy
futures in anticipation of buying stocks. Futures and options on
futures contracts are used as a low-cost method of gaining
exposure to a particular securities market without investing
directly in those securities. The Funds also invest in
derivatives to keep cash on hand to meet shareholder redemptions
or other needs while maintaining exposure to the stock
market.
Tracking Error. There are several reasons that the
Funds performance may not track its Index exactly. Unlike
the Index, the Fund incurs administrative expenses and
transaction costs in trading stocks. The composition of the
Index and the stocks held by the Fund may occasionally diverge.
The timing and magnitude of cash inflows from investors buying
shares could create balances of uninvested cash. Conversely, the
timing and magnitude of cash outflows to investors selling
shares could require ready reserves of uninvested cash. Either
situation would likely cause the Funds performance to
deviate from the fully invested Index.
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 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, or the Prime or Core Bond Segments of the Balanced 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 or the Core Bond
Segment of the Balanced Fund is downgraded below
investment-grade level, the Funds sub-adviser may continue
to hold such security if it determines that to do so is in the
Funds best interest.
Although
the Diversified Bond Fund may invest in investment grade
securities, it may also invest in securities below investment
grade. Lower-grade debt securities may be subject to greater
market fluctuations and greater risks of loss of income and
principal than investment-grade securities. Securities that are
(or have fallen) below investment grade are exposed to a greater
risk that the issuers of those securities might not meet their
debt obligations. These risks can reduce the Funds share
prices and the income it earns.
As noted,
the Funds (other than the Prime Fund) may invest to a limited
extent in debt securities that are rated below investment grade
or, if unrated, are considered by the Funds investment
adviser or sub-adviser to be of comparable quality. As
discussed, a decline in prevailing levels of interest rates
generally increases the value of debt securities in a
Funds portfolio, while an increase in rates usually
reduces the value of those securities. As a result, to the
extent that a Fund invests in debt securities, interest rate
fluctuations will affect its net asset value, but not the income
it receives from its debt securities. In addition, if the debt
securities contain call, prepayment or redemption provisions,
during a period of declining interest rates, those securities
are likely to be redeemed, and a Fund would probably be unable
to replace them with securities having as great a
yield.
Investment in medium- or lower-grade debt securities
involves greater investment risk, including the possibility of
issuer default or bankruptcy. An economic downturn could
severely disrupt this market and adversely affect the value of
outstanding bonds and the ability of the issuers to repay
principal and interest. In addition, lower-quality bonds are
less sensitive to interest rate changes than higher-quality
instruments and generally are more sensitive to adverse economic
changes or individual corporate developments. During a period of
adverse economic changes, including a period of rising interest
rates, issuers of such bonds may experience difficulty in
servicing their principal and interest payment obligations.
Furthermore, medium- and lower-grade debt securities tend to be
less marketable than higher-quality debt securities because the
market for them is less broad. The market for unrated debt
securities is even narrower. During periods of thin trading in
these markets, the spread between bid and asked prices is likely
to increase significantly, and a Fund may have greater
difficulty selling its portfolio securities. The market value of
these securities and their liquidity may be affected by adverse
publicity and investor perceptions.
In
addition, to the Diversified Bond Fund, all Funds (other than
the Prime Fund, Short-Term Bond Fund, Core Bond Fund and
Balanced Fund) may purchase these lower and un-rated securities,
but in no event more than 25% of a Funds net assets
(except for the Aggressive Growth Fund, which is limited to 35%
of its net assets) will be invested in these types of
securities.
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.
Subject
to the other investment limitations and each Funds
investment objective, the Funds may invest in warrants and
rights, except that the Small Cap Value Equity Fund may invest
up to 5% of the value of its 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 Trusts 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 Funds 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
Funds investment adviser or sub-advisor will impose
creditworthiness requirements to confirm that the vendor is
financially sound and will continuously monitor the
collaterals 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 sellers 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 Funds 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 Funds 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.
Short-Term Debt Securities
Bank Obligations. The Funds
may invest in bank obligations, including certificates of
deposit, time deposits, bankers acceptances and other
short-term obligations of domestic banks, foreign subsidiaries
of domestic banks, foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, domestic savings
and loan associations and other banking
institutions.
Certificates of deposit (CDs) are
negotiable certificates evidencing the obligations of a bank to
repay funds deposited with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time at a stated
interest rate. Time deposits which may be held by the Funds will
not benefit from insurance from the Bank Insurance Fund or the
Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation. Bankers acceptances are
credit instruments evidencing the obligation of a bank to pay a
draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face
amount of the instrument upon maturity. The other short-term
obligations may include uninsured, direct obligation, bearing
fixed, floating- or variable-interest rates.
The
restrictions and limitations on the types of Short-Term
Instruments, Temporary Investments, Commercial Paper and
Short-Term Corporate Debt Instruments described in the following
paragraphs are not applicable to the Large Cap Value Fund,
Growth Equity Fund, the Aggressive Growth Fund, the Focused
Value Fund, the Mid Cap Growth Equity Fund, the Mid Cap Growth
Equity II Fund, the Small Cap Growth Equity Fund and the
Emerging Growth Fund.
Short-Term Instruments and Temporary
Investments. The Funds may invest
in high-quality money market instruments on an ongoing basis to
provide liquidity when there is an unexpected level of
shareholder purchases or redemptions. In addition, in adverse
market conditions, the Funds also may invest in these short-term
instruments for temporary, defensive purposes. The instruments
in which the Funds may invest include: (i) short-term
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities (including government-sponsored
enterprises); (ii) CDs, bankers acceptances, fixed time
deposits and other obligations of domestic banks (including
foreign branches) that have more than $1 billion in total assets
at the time of investment and that are members of the Federal
Reserve System or are examined by the Comptroller of the
Currency or whose deposits are insured by the FDIC; (iii)
commercial paper rated at the date of purchase
Prime-1 by Moodys or A-1+ or
A-1 by S&P, or, if unrated, of comparable
quality as determined by the investment sub-advisers; (iv)
non-convertible corporate debt securities (e.g., bonds
and debentures) with remaining maturities at the date of
purchase of not more than one year that are rated at least
Aa by Moodys or AA by S&P; (v)
repurchase agreements; and (vi) short-term, U.S.
dollar-denominated obligations of foreign banks (including U.S.
branches) that, at the time of investment have more than $1
billion, or the equivalent in other currencies, in total assets
and in the opinion of the investment sub-advisers are of
comparable quality to obligations of U.S. banks which may be
purchased by the Funds.
Commercial Paper and Short-Term Corporate Debt
Instruments. The Funds may invest
in commercial paper (including variable amount master demand
notes) consisting of short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a
maturity at the time of issuance not exceeding nine months.
Variable amount master demand notes are demand obligations that
permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangements between the issuer
and a commercial bank acting as agent for the payee of such
notes whereby both parties have the right to vary the amount of
the outstanding indebtedness on the notes. Each investment
sub-adviser to the Funds monitors on an ongoing basis the
ability of an issuer of a demand instrument to pay principal and
interest on demand. The Funds also may invest in non-convertible
corporate debt securities (e.g., bonds and debentures)
with not more than one year remaining to maturity at the date of
settlement.
Some U.S.
Government Securities are backed by the full faith and credit of
the U.S. Government; others are secured by the right of the
issuer to borrow from the U.S. Treasury; while others are
supported only by the credit of the issuing agency or
instrumentality. There can be no assurance that the U.S.
Government will pay interest and principal on securities on
which it is not legally obligated to do so.
The Funds will
limit their investments in certificates of deposit and
bankers acceptances to U.S. dollar denominated obligations
of U.S. banks and savings and loan associations, London branches
of U.S. banks (Eurodollar obligations) and U.S.
branches of foreign banks (Yankeedollar
obligations). In the case of foreign banks, the $1 billion
deposit requirement will be computed using exchange rates in
effect at the time of the banks most recently published
financial statements. Eurodollar obligations and Yankeedollar
obligations will not be acquired if as a result more than 25% of
a Funds 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.
Letters of Credit. Certain
of the debt obligations (including municipal securities,
certificates of participation, commercial paper and other
short-term obligations) which the Funds may purchase may be
backed by an unconditional and irrevocable letter of credit of a
bank, savings and loan association or insurance company which
assumes the obligation for payment of principal and interest in
the event of default by the issuer. Only banks, savings and loan
associations and insurance companies which, in the opinion of a
Funds Adviser or investment sub-adviser, are of comparable
quality to issuers of other permitted investments of the Fund
may be used for letter of credit-backed investments.
Zero-Coupon, Step Coupon and Pay-In-Kind
Securities
Other
debt securities in which the Funds may invest (for the equity
funds, generally not more than 10% of the funds assets)
include zero coupon, step coupon and pay-in-kind instruments.
Zero coupon bonds are issued and traded at a discount from their
fact value. They do not entitle the holder to any periodic
payment of interest prior to maturity. Step coupon bonds trade
at a discount from their face value and pay coupon interest. The
coupon rate is low for an initial period and then increases to a
higher coupon rate thereafter. The discount from the face amount
or par value depends on the time remaining until cash payments
begin, prevailing interest rates, liquidity of the security and
the perceived credit quality of the issue. Pay-in-kind bonds
normally give the issuer an option to pay cash at a coupon
payment date or give the holder of the security a similar bond
with the same coupon rate and a face value equal to the amount
of the coupon payment that would have been made. For the purpose
of any Funds restrictions on investing in income-producing
securities, income producing securities include securities that
make periodic interest payments as well as those that make
interest payments on a deferred basis or pay interest only at
maturity (such as Treasury bills and zero coupon
bonds).
Current
federal income tax law requires holders of zero coupon and step
coupon securities to report the portion of the original issue
discount on such securities that accrues during a given year as
interest income, even though holders receive no cash payments of
interest during the year. In order to qualify as a regulated
investment company under the Internal Revenue Code of 1986 and
the regulations thereunder (the Code), a Fund must
distribute its investment company taxable income, including the
original issue discount accrued on zero coupon or step coupon
bonds. Because a Fund will not receive cash payments on a
current basis in respect of accrued original issue discount on
zero coupon or step coupon bonds during the period before
interest payments begin, in some years that Fund may have to
distribute cash obtained from other sources in order to satisfy
the distribution requirements under the Code. A Fund might
obtain such cash from selling other portfolio holdings which
might cause the Fund to incur capital gains or losses on the
sale. Additionally, these actions are likely to reduce the
assets to which Fund expense could be allocated and to reduce
the rate of return for the Fund. In some circumstances, such
sales might be necessary in order to satisfy cash distribution
requirements even though investment considerations might
otherwise make it undesirable for a Fund to sell the securities
at the time.
Generally, the market prices of zero coupon, step coupon
and pay-in-kind securities are more volatile than the prices of
securities that pay interest periodically and in cash and are
likely to respond to changes in interest rates to a greater
degree than other types of debt securities.
Pass-Through Securities
The
Short-Term Bond Fund, the Core Bond Fund, the Balanced Fund and
the Diversified Bond Fund, and to a lesser extent the other
Funds, may invest in various types of pass-through securities,
such as mortgage-back securities, asset-backed securities and
participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that have
been repackaged by an intermediary, such as a bank or
broker-dealer. The purchaser of a pass-through security receives
an undivided interest in the underlying pool of securities. The
issuers of the underlying securities make interest and principal
payments to the intermediary which are passed through to
purchasers, such as the Funds. The most common type of
pass-through securities are mortgage-backed securities.
Government National Mortgage Association (GNMA)
Certificates are mortgage-backed securities that evidence an
undivided interest in a pool of mortgage loans. GNMA
Certificates differ from bonds in that principal is paid back
monthly by the borrowers over the term of the loan rather than
returned in a lump sum at maturity. A Fund may purchase modified
pass-through GNMA Certificates, which entitle the holder to
receive a share of all interest and principal payments paid and
owned on the mortgage pool, net of fees paid to the issuer and
GNMA, regardless of whether or not the mortgagor actually makes
the payment. GNMA Certificates are backed as to the timely
payment of principal and interest by the full faith and credit
of the U.S. Government.
The
Federal Home Loan Mortgage Corporation (FHLMC)
issues two types of mortgage pass-through securities: mortgage
participation certificates and guaranteed mortgage certificates.
Participation certificates resemble GNMA Certificates in that
the participation certificates represent a pro rata share of all
interest and principal payments made and owned on the underlying
pool. FHLMC guarantees timely payments of interest on the
participation certificates and the full return of principal.
Guaranteed mortgage certificates also represent a pro rata
interest in a pool of mortgages. However, these instruments pay
interest semi-annually and return principal once a year in
guaranteed minimum payments. This type of security is guaranteed
by FHLMC as to timely payment of principal and interest but is
not backed by the full faith and credit of the U.S.
Government.
The
Federal National Mortgage Association (FNMA) issues
guaranteed mortgage pass-through certificates. FNMA Certificates
resemble GNMA Certificates in that each FNMA Certificate
represents a pro rata share of all interest and principal
payments made and owned on the underlying pool. This type of
security is guaranteed by the FNMA as to timely payment of
principal and interest but is not backed by the full faith and
credit of the U.S. Government.
Except
for guaranteed mortgage certificates, each of the
mortgage-backed securities described above is characterized by
monthly payments to the holder, reflecting the monthly payments
made by the borrowers who received the underlying mortgage
loans. The payments to the securities holders, such as the
Funds, like the payments on the underlying loans, represent both
principal and interest. Although the underlying mortgage loans
are for specified periods of time, such as 20 or 30 years, the
borrowers can, and typically do, pay them off sooner. Thus, the
security holders frequently receive prepayments of principal in
addition to the principal that is part of the regular monthly
payments. A portfolio manager will consider estimated prepayment
rates in calculating the average weighted maturity of a Fund
which owns these securities. A borrower is more likely to prepay
a mortgage that bears a relatively high rate of interest. This
means that in times of declining interest rates, higher yielding
mortgage-backed securities held by a Fund might be converted to
cash and the Fund will be forced to accept lower interest rates
when that cash is used to purchase additional securities in the
mortgage-backed securities sector or in other investment
sectors. Additionally, prepayments during such periods will
limit a Funds ability to participate in as large a market
gain as may be experienced with a comparable security not
subject to prepayment.
Asset-backed securities represent interests in pools of
consumer loans and are backed by paper or accounts receivables
originated by banks, credit card companies or other providers of
credit. Generally, the originating bank or credit provider is
neither the obligor nor the guarantor of the security, and
interest and principal payments ultimately depend upon payment
of the underlying loans by individuals.
Other
Income-Producing Securities
Other
types of income-producing securities the Funds may purchase,
include, but are not limited to, the following, although the
investment sub-adviser for the Prime Fund, the Short-Term Bond
Fund, the Core Bond Fund and the Balanced Fund will not purchase
securities which require interest rate anticipation
techniques:
·
|
Variable and floating rate
obligations. These types of
securities have variable or floating rates of interest and,
under certain limited circumstances, may have varying
principal amounts. These securities pay interest at rates that
are adjusted periodically according to a specified formula,
usually with reference to some interest rate index or market
interest rate. The floating rate tends to decrease the
securitys price sensitivity to changes in interest
rates. These types of securities are relatively long-term
instruments that often carry demand features permitting the
holder to demand payment of principal at any time or at
specified intervals prior to maturity.
|
|
In
order to most effectively use these investments, a Funds
sub-adviser must correctly assess probable movements in
interest rates. This involves different skills than those used
to select most portfolio securities. If the sub-adviser
incorrectly forecasts such movements, a Fund could be
adversely affected by the use of variable or floating rate
obligations.
|
·
|
Standby
commitments. These instruments,
which are similar to a put, give a Fund the option to obligate
a broker, dealer or bank to repurchase a security held by the
Fund at a specified price.
|
·
|
Tender option
bonds. Tender option bonds are
relatively long-term bonds that are coupled with the agreement
of a third party, such as a broker, dealer or bank, to grant
the holders of such securities the option to tender the
securities to the institution at periodic
intervals.
|
·
|
Inverse
floaters. These are debt
instruments whose interest bears an inverse relationship to
the interest rate on another security. It is expected that no
Fund will invest more than 5% of its assets in inverse
floaters. Similar to variable and floating rate obligations,
effective use of inverse floaters requires skills different
from those needed to select most portfolio securities. If
movements in interest rates are incorrectly anticipated, a
Fund could lost money or the net asset value of its shares
could decline by the use of inverse floaters.
|
·
|
Strip bonds. Strip
bonds are debt securities that are stripped of their interest,
usually by a financial intermediary, after the securities are
issued. The market value of these securities generally
fluctuates more in response to changes in interest rates than
interest-paying securities of comparable
maturities.
|
Standby
commitments, tender option bonds and instruments with demand
features are primarily used by the Funds for the purpose of
increasing the liquidity of a Funds portfolio.
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 SAl), 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
Funds 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 Funds investment
objective, legally permissible and adequately
disclosed.
(1)
Forward ContractsEach 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 the
Funds investment sub-adviser 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 Funds 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. Except for the
Aggressive Growth Fund, the Funds will not enter into forward
contracts if as a result more than 25% of the Funds total
assets would be held in a segregated account covering such
contracts.
(2) Currency TransactionsEach Fund
may engage in currency transactions with counterparties in order
to convert foreign denominated securities or obligations (or
obligations exposed to foreign currency fluctuation) to U.S.
dollar denominated investments. The Funds may also engage in
currency transactions to hedge the value of portfolio holdings
denominated in or exposed to 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-I or P-1 by Standard
& Poors Ratings Group (S&P) or
Moodys Investors Service, Inc. (Moodys),
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
Diversified Bond Fund, the Large Cap Value Fund, the Growth
Equity Fund, the Aggressive Growth Fund, the Focused Value Fund,
the Mid Cap Growth Equity Fund, the MidCap Growth Equity II
Fund, the Small Cap Growth Equity Fund, the Emerging Growth 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 Funds
portfolio securities denominated in or exposed to such foreign
currency. The Funds may also cross-hedge currencies by entering
into transactions to purchase or sell one or more currencies
that are expected to decline in value relative to other
currencies to which the Fund has or in which the Fund expects to
have portfolio exposure.
A Fund
will not enter into a transaction to hedge currency exposure to
an extent greater, after netting all transactions intended
wholly or partially to offset other transactions, than the
aggregate market value (at the time of entering into the
transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into
such currency, other than with respect to proxy hedging as
described below.
To reduce the
effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Funds may also
engage in proxy hedging. Proxy hedging is often used when the
currency to which the Funds 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 Funds
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 Funds securities denominated in linked
currencies. For example, if the Funds investment adviser
or sub-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 Funds investment adviser or sub-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
DerivativesSome 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 countrys economy.
|
Derivatives
(1) Options and Futures
Transactions. While all Funds are
permitted to use derivatives, the Growth Equity Fund, Indexed
Equity Fund, Aggressive Growth Fund, OTC 100 Fund, Mid Cap
Growth Equity Fund, Mid Cap Growth Equity II Fund, Emerging
Growth Fund, Small Cap Growth Equity Fund, Focused Value Fund
and Diversified Bond Fund are more likely to utilize the
following types of Derivative instruments, in
varying degrees, subject to each Funds respective
investment objective. The 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 Funds
may utilize options and futures contracts to manage 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 Funds 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 Funds
overall strategy in a manner deemed appropriate to the
Funds investment sub-adviser and consistent with a
Funds 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.
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
Funds return. While the use of these instruments by the
Funds may reduce certain risks associated with owning its
portfolio securities, these techniques themselves entail certain
other risks. If the Funds investment sub-advisor applies a
strategy at an inappropriate time or judges market conditions or
trends incorrectly, options and futures strategies may lower a
Funds return. Certain strategies limit a Funds
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 Funds turnover rate.
The 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 Funds 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 Funds total assets.
(2) Purchasing Put and Call
Options. The 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 options 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 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
options 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
options 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 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 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 Funds 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 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 the 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 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.
The Funds may use futures contracts as a hedge
against the effects of interest rate changes or, with respect to
the Indexed Equity Fund and the OTC 100 Fund, changes in the
market value of stocks comprising the index in which the
applicable Fund invests. In managing cash flows, those Funds may
use futures contracts as a substitute for holding the designated
securities underlying the futures contract. The Indexed Equity
and OTC 100 Funds may also use futures contracts as a substitute
for a comparable market position in the underlying
securities.
Transactions by the Funds in futures contracts involve
certain risks. For the Indexed Equity Fund and OTC 100 Fund, one
risk in employing futures contracts as a hedge against cash
market price volatility is the possibility that futures prices
will correlate imperfectly with the behavior of the prices of
the securities in these Funds investment portfolios.
Similarly, in employing futures contracts as a substitute for
purchasing the designated underlying securities, there is a risk
that the performance of the futures contract may correlate
imperfectly with the performance of the direct investments for
which the futures contract is a substitute. Although the Funds
intend to purchase or sell futures contacts only if there is an
active market for such contracts, no assurance can be given that
a liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade
limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be
suspended for specified periods during the trading day. Futures
contract prices could move to the limit for several consecutive
trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and potentially
subjecting the Funds to substantial losses. If it is not
possible, or if the Funds determine not to close a futures
position in anticipation of adverse price movements, the Funds
will be required to make daily cash payments on variation
margin.
Stock Index Futures and Options on Stock Index
Futures. The Indexed Equity Fund
and OTC 100 Fund may invest in stock index futures contracts and
options on stock index futures contracts as a substitute for a
comparable market position in the underlying securities
comprising the index which the Fund is seeking to replicate. A
stock index future obligates the seller to deliver (and the
purchaser to take), effectively, an amount of cash equal to a
specific dollar amount times the difference between the value of
a specific stock index at the close of the last trading day of
the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made.
With respect to stock indices that are permitted investments,
the Funds intend to purchase and sell futures contracts on the
stock index for which it can obtain the best price with
consideration also given to liquidity. There can be no assurance
that a liquid market will exist at the time when the Funds seek
to close out a futures contract or a futures option position.
Lack of a liquid market may prevent liquidation of an
unfavorable position.
Future Developments. All
Funds which are permitted to invest in these types of
instruments may take advantage of opportunities in the area of
options and futures contracts and options on futures contracts
and any other derivative investments which are not presently
contemplated for use by the Funds or which are not currently
available but which may be developed, to the extent such
opportunities are both consistent with the Funds
investment objective and legally permissible for the Fund.
Before entering into such transaction or making any such
investment, the Fund will provide appropriate disclosure in its
Prospectus or this Statement of Additional
Information.
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 SECs
interpretations thereunder.
(7) Combined
Positions. The 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 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 Funds
current or anticipated investments exactly. The 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 Funds other
investments.
|
|
Options
and futures contracts prices can also diverge from the prices
of their underlying instruments, even if the underlying
instruments match a Funds 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 Funds
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 contracts 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 Funds 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 its investment
sub-adviser 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.
|
|
(d) 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 Funds assets could impede portfolio
management or a Funds ability to meet redemption
requests or other current obligations.
|
(9) Swaps and Related Swap
Products: The 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).
Each Fund
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 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 Funds potential gain or loss on any swap
transaction is not subject to any fixed limit. Nor is there any
fixed limit on a Funds potential loss if it sells a cap or
collar. If the Fund buys a cap, floor or collar, however, the
Funds 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 a Funds
investment sub-adviser 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.
Each of
the investment sub-advisers to the Funds that utilize these
instruments will, however, consider such risks and will enter
into swap and other derivatives transactions only when they
believe that the risks are not unreasonable.
The 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 Funds 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 Funds accrued
obligations under the agreement.
The Funds
will not enter into any swap transaction, cap, floor, or collar,
unless the counterparty to the transaction is deemed
creditworthy by the Adviser and/or the investment sub-adviser.
If a counterparty defaults, a Fund may have contractual remedies
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 Funds 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 Funds may engage in such transactions.
Restricted And Illiquid Securities
Each Fund
may invest not more than 15% of its net assets in illiquid or
restricted securities. These policies do not limit the purchases
of securities eligible for resale to qualified institutional
buyers pursuant to Rule I 44A under the Securities Act of 1933,
provided that such securities are determined to be liquid by the
Board of Trustees, or the Adviser and/or the Funds
investment sub-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 Funds holdings of those securities
may be illiquid, resulting in undesirable delays in selling
these securities at prices representing fair value.
Additionally, this policy is not intended to apply to securities
which become illiquid, i.e., difficult to sell at a
favorable price, as a result of market conditions.
Investments may be illiquid because there is no active
trading market for them, making it difficult to value them or
dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale
or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The investment sub-advisers monitor
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holding to maintain adequate
liquidity.
Foreign Securities
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 Funds 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.
The
International Equity Fund, the Large Cap Value Fund, the Indexed
Equity Fund, the Growth Equity Fund, the Aggressive Growth Fund,
the Focused Value Fund, the Mid Cap Growth Equity Fund, the Mid
Cap Growth Equity II Fund, the Emerging Growth Fund and the
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 specifically identified Funds, each
Fund may 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
Funds 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 (ADRs), (ii)
traded in the United States over-the-counter markets, or (iii)
listed on a U.S. securities exchange.
ADRs are issued by a U.S. depository institution,
but they represent a specified quantity of shares of a non-U.S.
stock company. ADRs trade on U.S. securities exchanges,
and therefore are not treated as foreign securities
for purposes of the limitations on a Funds investments in
foreign securities, although they are subject to many of the
same risks as foreign securities as described below.
The Large
Cap Value Fund, the Indexed Equity Fund, the Growth Equity Fund,
the Aggressive Growth Fund, the Focused Value Fund, the Mid Cap
Growth Equity Fund, the Mid Cap Growth Equity II Fund, the
Emerging Growth 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 poo1 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 poo1s 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. Each of
the Funds will treat the underlying securities of a GDR or EDR
as the investment for purposes of its investment policies and
restrictions.
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 Funds
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 Funds
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 Funds 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 Funds 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 economies. In particular, countries with
emerging markets may have relatively unstable governments,
present the risk of nationalization of businesses, or may have
restrictions on foreign ownership or prohibitions of
repatriation of assets, and may have less protection of property
rights than more developed countries. The economies 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 markets 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.
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
Short-Term Bond Fund, the Core Bond Fund, the Balanced Fund, the
Large Cap Value Fund, the Aggressive Growth Fund, the Growth
Equity Fund, the Focused Value Fund, the Mid Cap Growth Equity
Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth
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 Funds
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
Babson,
OFI, MFS, MAS, J.P. Morgan, Waddell & Reed, Davis, Harris,
Janus, T. Rowe Price, RS and DAM may use trading as a means of
managing the portfolios of the Funds in seeking to achieve their
investment objectives. Transactions will occur when a
Funds 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 Funds sub-advisers 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 Funds 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.
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. The Funds may also pay brokerage commissions
to affiliates of one or more affiliates of the Funds
investment sub-advisers.
Non-diversification of Indexed Equity Fund, OTC 100 Fund,
Focused Value Fund and Aggressive Growth
Fund. As non-diversified
funds, the Indexed Equity Fund, the OTC 100 Fund, the Focused
Value Fund and the Aggressive Growth Fund are not limited under
the 1940 Act in the percentage of its assets that they may
invest in any one issuer. However, each Fund intends to comply
with the diversification standards applicable to regulated
investment companies under the Internal Revenue Code of 1986. In
order to meet those standards, among other requirements, at the
close of each quarter of its taxable year (a) at least 50% of
the value of the Funds total assets must be represented by
one or more of the following: (i) cash and cash items, including
receivables; (ii) U.S. Government securities; (iii) securities
of other regulated investment companies; and (iv) securities
(other than those in items (ii) and (iii) above) of any one or
more issuers as to which the Funds investment in an issuer
does not exceed 5% of the value of the Funds total assets
(valued at the time of investment); and (b) not more than 25% of
its total assets (valued at the time of investment) may be
invested in the securities of any one issuer (other than U.S.
Government securities or securities of other regulated
investment companies).
Since each of
these Funds may invest more than 5% of its assets in a single
portfolio security, the appreciation or depreciation of such a
security will have a greater impact on the net asset value of
the Fund, and the net asset value per share of the Fund can be
expected to fluctuate more than would the net asset value of a
comparable diversified fund. The Indexed Equity Fund
and the OTC 100 Fund are deemed non-diversified
funds because their investment objective is to replicate a
particular index, and the Fund will purchase each company in the
index in proportion to its proportionate representation in the
index. At the date of this Statement of Additional Information,
the NASDAQ 100 Index® (which the OTC 100 Fund seeks to
replicate) had three companies which each accounted for more
than 5% of the Index.
Other
Investment Companies. Certain markets
are closed in whole or in part to equity investments by
foreigners. A Fund may be able to invest in such markets solely
or primarily through governmentally authorized investment
vehicles or companies. Each Fund generally may invest up to 10%
of its assets in the aggregate in shares of other investment
companies and up to 5% of its assets in any one investment
company, as long as no investment represents more than 3% of the
outstanding voting stock of the acquired investment company at
the time of investment; provided that this provision does not
apply, however, to any of the Funds relying on Section
12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act. Investment
in another investment company may involve the payment of a
premium above the value of such issuers portfolio
securities, and is subject to market availability. The Funds do
not intend to invest in such vehicles or funds unless, in the
judgment of the Funds investment adviser or sub-adviser,
and subject to the Funds investment restrictions set forth
in this Statement of Additional Information, the potential
benefits of the investment justify the payment of any applicable
premium or sales charge. As a shareholder in an investment
company, a Fund would bear its ratable share of that investment
companys expenses, including its advisory and
administration fees. At the same time the Fund would continue to
pay its own management fees and other expenses. This section
shall not prevent Janus or T. Rowe Price from investing the
assets of the Aggressive Growth Fund or Mid Cap Growth Equity II
Fund, respectively, into money market funds managed by the
Funds sub-adviser pursuant to applicable SEC exemptive
orders.
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
Funds investment policies. To provide liquidity, for
temporary defensive purposes and to receive a return on
uninvested cash during such periods, each Fund may invest in
investment grade debt securities, government obligations, or
money market instruments or money market mutual
funds.
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 (but not loss) 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 Funds 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 type of security or instrument, or to engage in
any type of transaction or practice, such as newly developed
debt securities, hedging programs or derivatives, so long that
the Board of Trustees has determined that to do so is consistent
with the Funds investment objectives and policies and has
adopted reasonable guidelines for use by the Funds
investment sub-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 Funds total assets. The Trust has no current intention
of using this investment basket authority.
Banking
Relationships. DAM and its affiliates
including its parent Deutsche Bank, AG and its predecessor
Bankers Trust Company deal, trade and invest for their own
account in the types of securities in which the Indexed Equity
Fund and OTC 100 Fund may invest and may have deposit, loan and
commercial banking relationships with the issuers of securities
purchased by these Funds.
Disclaimer
THE
INDEXED EQUITY FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED
BY STANDARD & POORS (S&P). S&P
MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE
FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF
INVESTING IN SECURITIES GENERALLY OR IN THE FUND PARTICULARLY OR
THE ABILITY OF THE S&P 500® INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. S&PS ONLY RELATIONSHIP TO THE FUND
IS THE LICENSING OF CERTAIN TRADEMARKS AND TRADE NAMES OF
S&P WITHOUT REGARD TO THE FUND. S&P HAS NO OBLIGATION TO
TAKE THE NEEDS OF THE FUND INTO CONSIDERATION IN DETERMINING,
COMPOSING OR CALCULATING THE S&P 500® INDEX. S&P IS
NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE PRICES AND AMOUNT OF THE FUNDS SHARES
OR THE TIMING OF THE ISSUANCE OR SALE OF THE FUNDS SHARES
OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH
THE FUNDS SHARES ARE TO BE CONVERTED INTO CASH. S&P
HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE
ADMINISTRATION, MARKETING OR TRADING OF THE FUNDS
SHARES.
S&P
DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
S&P 500® INDEX OR ANY DATA INCLUDED THEREIN AND S&P
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR
ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500® INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THE OTC
100 FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY THE
NASDAQ STOCK MARKET, INC. (TOGETHER WITH ITS AFFILIATES,
NASDAQ). NASDAQ HAS NOT PASSED ON THE LEGALITY OR
SUITABILITY OF, OR THE ACCURACY OR ADEQUACY OF DESCRIPTIONS AND
DISCLOSURES RELATING TO, THE FUND CONTAINED IN THE PROSPECTUS OR
THIS STATEMENT OF ADDITIONAL INFORMATION. NASDAQ MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY
OF INVESTING IN SECURITIES GENERALLY OR IN THE FUND
PARTICULARLY, OR THE ABILITY OF THE NASDAQ 100 INDEX® TO
TRACK GENERAL STOCK MARKET PERFORMANCE. NASDAQS ONLY
RELATIONSHIP TO THE FUND IS IN THE LICENSING OF THE NASDAQ
100®, NASDAQ 100 INDEX®, AND NASDAQ® TRADEMARKS OR
SERVICE MARKS, AND CERTAIN TRADE NAMES OF NASDAQ AND THE USE OF
THE NASDAQ 100 INDEX®. THE NASDAQ 100 INDEX® IS
DETERMINED, COMPOSED AND CALCULATED BY NASDAQ WITHOUT REGARD TO
THE FUND. NASDAQ HAS NO OBLIGATION TO TAKE THE NEEDS OF THE FUND
INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
NASDAQ 100 INDEX®. NASDAQ IS NOT RESPONSIBLE AND HAS NO
LIABILITY FOR, AND HAS NOT PARTICIPATED IN, THE DETERMINATION OF
THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE ISSUED
OR IN THE DETERMINATION OR CALCULATION OF THE NET ASSET VALUE OF
THE FUNDS SHARES OR IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE PRODUCT(S).
NASDAQ DOES NOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF THE NASDAQ 100®
INDEX OR OF THE DATA USED TO CALCULATE THE INDEX OR DETERMINE
THE INDEX COMPONENTS, OR THE UNINTERRUPTED OR UN-DELAYED
CALCULATION OR DISSEMINATION OF THE INDEX. NASDAQ DOES NOT
GUARANTEE THAT THE INDEX ACCURATELY REFLECTS PAST, PRESENT, OR
FUTURE MARKET PERFORMANCE. NASDAQ IS NOT RESPONSIBLE FOR ANY
MANIPULATION OR ATTEMPTED MANIPULATION OF THE INDEX BY MEMBERS
OF THE NASD. NASDAQ IS FREE TO PICK AND ALTER THE COMPONENTS AND
METHOD OF CALCULATION WITHOUT CONSIDERATION OF THE FUND OR THE
CONSENT OF THE ADVISER OR INVESTMENT SUB-ADVISER. NASDAQ MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE FUND, OWNERS OF THE FUNDS SHARES, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE NASDAQ 100 INDEX® OR ANY DATA
INCLUDED THEREIN. NASDAQ MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ 100 INDEX® OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL NASDAQ HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS
(other than the Indexed Equity Fund)
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
SAl 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 Funds 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. This restriction is not
applicable to the OTC 100 Fund, the Aggressive Growth Fund and
the Focused Value Fund.
|
|
(2) Borrow money, except from banks for
temporary or emergency purposes not in excess of one-third of
the value of a Funds 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, the Aggressive Growth Fund, the Mid Cap Growth Equity
Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth
Fund, and the 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
excepted Funds.
|
|
(11) With the exception of the Growth Equity
Fund, the Aggressive Growth Fund, the Mid Cap Growth Equity
Fund, the Mid Cap Growth Equity II Fund, the Emerging Growth
Fund and the Small Cap Growth Equity Fund, purchase or retain
securities of any issuer if, to the knowledge of the Trust,
more than 5% of such issuers 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 Funds Adviser
and/or investment sub-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
Funds total assets.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS
(other than the Indexed Equity Fund)
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 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 brokers 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, except
this restriction shall not prohibit the investment by the
Aggressive Growth Fund or the Mid Cap Growth Equity II Fund,
respectively, in money market funds managed by Janus and T.
Rowe Price, respectively, pursuant to applicable exemptive
orders.
|
|
(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,
except this restriction shall not prohibit the investment by
the Aggressive Growth Fund or the Mid Cap Growth Equity II
Fund, in money market funds managed by Janus or T. Rowe Price,
respectively, pursuant to applicable exemptive
orders.
|
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE INDEXED EQUITY
FUND
The
Indexed Equity Fund is subject to certain fundamental
restrictions on its investments, which may not be changed
without the affirmative vote of a majority of the outstanding
shares of the Fund. Investment restrictions that appear below or
elsewhere in this Statement of Additional Information and in the
Prospectus which involve a maximum percentage of securities or
assets shall not be considered to be violated (except with
respect to restriction No. 7 below) unless an excess over the
percentage occurs immediately after, and is caused by, an
acquisition or encumbrance of securities or assets of, or
borrowings by or on behalf of, the Fund. The Trust may not, on
behalf of the Fund:
|
(1) purchase the securities of issuers
conducting their principal business activity in the same
industry if, immediately after the purchase and as a result
thereof, the value of the Funds investments in that
industry would be 25% or more of the current value of the
Funds total assets, provided that there is no limitation
with respect to investments in (i) obligations of the U.S.
Government, its agencies of instrumentalities, and (ii) any
industry in which the S&P 500® Index becomes
concentrated to the same degree during the same period and
provided further, that the Fund may invest all its assets in a
diversified open-end management investment company, or series
thereof, with substantially the same investment objective,
policies and restrictions as the Fund, without regard for the
limitations set forth in this paragraph (1);
|
|
(2) purchase or sell real estate or real
estate limited partnerships (other than securities secured by
real estate or interests therein or securities issued by
companies that invest in real estate or interests
therein);
|
|
(3) purchase commodities or commodity
contracts, except that the Fund may purchase securities of an
issuer which invests or deals in commodities or commodity
contracts, and except that the Fund may purchase and sell
(i.e., write) options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes;
|
|
(4) purchase securities on margin (except for
short-term credit necessary for the clearance of transactions
and except for margin deposits in connection with options,
forward contracts, futures contracts, including those related
to indexes, and options on futures contracts or
indexes);
|
|
(5) act as an underwriter of securities of
other issuers, except to the extent that the Fund may be
deemed an underwriter under the Securities Act of 1933, as
amended (the 1933 Act), by virtue of disposing of
portfolio securities and provided further, that the purchase
buy the Fund of securities issued by a diversified, open-end
management investment company, or its series thereof, with
substantially the same investment objective, policies and
restrictions as the Fund shall not constitute acting as an
underwriter for purposes of this paragraph (5);
|
|
(6) issue senior securities, except as
permitted by the 1940 Act;
|
|
(7) borrow money, except as permitted by the
1940 Act. The 1940 Act currently permits the Fund to borrow
from any bank; provided, that immediately after any
such borrowing there is an asset coverage of at least 300 per
centum for all borrowings of the Fund; and provided
further, that in the event that such asset coverage shall
at any time fall below 300 per centum the Fund shall, within
three days thereafter (not including Sundays and holidays) or
such longer period as the SEC may prescribe by rules and
regulations, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least
300 per centum. For purposes of this investment restriction,
the Funds entry into options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes shall not constitute borrowing to
the extent certain segregated accounts are established and
maintained by the Fund;
|
|
(8) purchase securities of any issuer (except
securities issued or guaranteed by the U.S. Government, its
agencies and instrumentalities or other investment companies)
if, as a result, with respect to 75% of its total assets (i)
more than 5% of the value of the Funds total assets
would be invested in the securities of that issuer or (ii) the
Funds ownership would be more than 10% of the
outstanding voting securities of such issuer; or
|
|
(9) make loans, except that the Fund may
purchase or hold debt instruments or lend its portfolio
securities in accordance with its investment policies, and may
enter into repurchase agreements.
|
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE INDEXED EQUITY
FUND
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 Indexed Equity Fund. These
represent intentions of the Trustees based upon current
circumstances. They differ from fundamental investment
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, the
Fund:
|
(1) may not, unless required by its
investment strategy of replicating the composition of a
published market index, purchase securities of issuers who,
with their predecessors, have been in existence less than
three years, unless the securities are fully guaranteed or
insured by the U.S. Government, a state, commonwealth,
possession, territory, the District of Columbia or by an
entity in existence at least three years, or the securities
are backed by the assets and revenues of any of the foregoing
if, by reason thereof, the value of its aggregate investments
in such securities will exceed 5% of its total
assets;
|
|
(2) reserves the right to invest up to 15% of
the current value of its net assets in fixed time deposits
that are subject to withdrawal penalties and that have
maturities of more than seven days, repurchase agreements
maturing in more than seven days, and other illiquid
securities, provided that in circumstances where fluctuations
in value result in the Funds investment in illiquid
securities constituting more than 15% of the current value of
its net assets, the Fund will take reasonable steps to reduce
its investments in illiquid securities until such investments
constitute no more than 15% of the Funds net
assets;
|
|
(3) may not purchase, sell or write puts,
calls or combinations thereof, except as may be described in
this Statement of Additional Information and the Funds
Prospectus; and
|
|
(4) may invest in shares of other open-end,
management investment companies, subject to the limitations of
Section 12(d)(1) of the 1940 Act.
|
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 investment
sub-advisers to the Funds, respectively, MassMutual, Babson,
OFI, MFS, MAS, J.P. Morgan, Waddell & Reed, Davis, Harris,
Janus, T. Rowe Price, RS and DAM 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.
Stuart
H. Reese*
|
Chairman and Trustee of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
45
Chief
Investment Officer (since 1999), Chief Executive Director
(1997-1999), 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); 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
*
|
Trustee
who is an interested person of the Trust within
the definition set forth in Section 2(a)(19) of the 1940
Act.
|
securities) and MassMutual Corporate Value Limited (parent of
MassMutual Corporate Value Partners Limited); 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).
Ronald
J. Abdow
1400 Elm
Street
West
Springfield, MA 01089
Age:
69
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
176
Sewall Road
Wolfreboro, NH 03894
Age:
58
Retired;
former adviser to Chairman (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
67 Market
Street
Springfield, MA 01102
Age:
61
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 and Family Bank, F.S.B. (formerly SIS Bank); Trustee
(since 1973), MML Series Investment Fund (open-end investment
company).
David
E.A. Carson
850 Main
Street
Bridgeport, CT 06604
Age:
66
Chairman
and Chief Executive Officer (since 1997), President and Chief
Executive Officer (1985-1997), Peoples 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).
Robert
J. OConnell*
1295
State Street
Springfield, MA 01111
Age:
56
President, Chief Executive Officer, and Chairman of the
Board of Directors, Member, Board Affairs Committee and Dividend
Policy Committee, Chairman Investment Committee (since 1999)
MassMutual;
*
|
Trustee
who is an interested person of the Trust within
the definition set forth in Section 2(a)(19) of the 1940
Act.
|
Director
(since 1999), 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 (since 1999) , MassMutual Holding Trust II (wholly-owned
holding company subsidiary of MassMutual Holding Co.),
MassMutual Holding Trust I (wholly-owned holding company
subsidiary of MassMutual Holding Co.); Director (since 1999),
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.; Director, 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., and American Life Insurance Company,
DE; Senior Vice President, Group Management Division (1991-1998)
of American International Group, Inc.; Trustee (since 1999), MML
Series Investment Fund (open-end investment
company).
Richard W. Greene
University Of Rochester
Rochester, NY 14627
Age:
64
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
69 Byron
Drive
Avon, CT
06001
Age:
54
President
(1999), 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.
1441 Main
Street
Springfield, MA 01102
Age:
58
Chairman,
SIS and Family Bank, 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), Peoples Heritage Financial
Group, Inc.; 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
181 Eton
Road
Longmeadow, MA 01106
Age:
77
Proprietor, Synectics Financial Company (venture capital
activities, business consulting and investments); Trustee, MML
Series Investment Fund (open-end investment
company).
Richard G. Dooley*
1295
State Street
Springfield, MA 01111
Age:
71
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), Trustee (since 1995) MML Series Investment Fund
(open-end investment company); Director (since 1996), Charter
Oak Capital Management, Inc.
John
V. Murphy*
|
Trustee
and President of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
50
Executive
Vice President (since 1997), MassMutual; Executive Vice
President, Director and Chief Operating Officer (1995-1997),
David L. Babson and Company Incorporated (investment adviser);
Senior Vice President and Director (1995-1997), Potomac Babson
Incorporated (investment adviser); Chief Operating Officer
(1993-1996), Concert Capital Management, Inc. (investment
adviser); Trustee and President (since 1999), MML Series
Investment Fund (open-end investment company); Trustee,
MassMutual Institutional Funds (1997-1999).
J.
Spencer Williams
|
Chief
Financial Officer and Treasurer of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
41
Senior
Vice President (since 1998), Vice President (1997), MassMutual;
Senior Vice President (1996-1997), Vice President (1994-1995),
Federated Investors (investment adviser); Chief Financial
Officer and Treasurer (since 1999), MML Series Investment Fund
(open-end investment company).
Frederick C. Castellani
|
Vice
President of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
52
Senior
Vice President (since 1996), MassMutual; Senior Vice President
(1993-1996), CIGNA (insurance and retirement
services).
Isaac
Williams, Jr.
|
Vice
President of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
41
Second
Vice President (since 1998), MassMutual; Regional Director
(1988-1998), Peerless Insurance Company (property/casualty
insurance company); Vice President (since 1999), MML Series
Investment Fund (open-end investment company).
*
|
Trustee
who is an interested person of the Trust within
the definition set forth in Section 2(a)(19) of the 1940
Act.
|
Thomas M. Kinzler
|
Vice
President and Secretary of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
44
Vice
President and Associate General Counsel (since 1999), Second
Vice President and Associate General Counsel (1996-1999),
Assistant Vice President and Counsel (1995-1996). Counsel
1989-1995), MassMutual; Vice President and Secretary (since
1999), MML Series Investment Fund (open-end investment
company).
Vernon
J. Meyer
|
Vice
President of the Trust
|
1295
State Street
Springfield, MA 01111
Age:
35
Vice
President (since 1998), Second Vice President (1995-1998),
Assistant Vice President (1994-1995), MassMutual; Vice President
(since 1999), MML Series Investment Fund (open-end investment
company).
The Audit
Committee makes recommendations to the Trustees as to the
engagement or discharge of the Trusts independent
auditors, supervises investigations into matters relating to
audit functions, reviews with the Trusts 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, the Adviser or any investment sub-adviser and
considers making all nominations for all 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 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 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.
The
following table discloses the compensation paid to the
Registrants non-interested Trustees for the calendar year
ended December 31, 1999. The Registrant has no pension,
retirement plan, but does have a deferred compensation plan. The
plan provides for amounts deferred to be credited a rate of
interest set by the Board of Trustees from time to time,
currently eight percent (8%). No Trustee is currently entitled
to receive any benefits under such plan. Each of the
non-interested Trustees also serves as a Trustee of one other
investment company managed by MassMutual. Total Compensation
from Registrant and Fund Complex reflects compensation paid in
the calendar year ended December 31, 1999.
Name/Position
|
|
Aggregate Compensation
from Registrant
|
|
Total Compensation
From Registrant and
Fund Complex
|
Ronald
J. Abdow
Trustee |
|
$16,000 |
|
$32,000 |
Richard
H. Ayers
Trustee |
|
17,000 |
|
34,000 |
Mary E.
Boland
Trustee |
|
16,000 |
|
32,000 |
David
E.A. Carson
Trustee |
|
16,000 |
|
32,000 |
Richard
W. Greene
Trustee |
|
16,000 |
|
32,000 |
Beverly
L. Hamilton
Trustee |
|
16,000 |
|
32,000 |
F.
William Marshall, Jr.
Trustee |
|
16,000 |
|
32,000 |
Charles
J. McCarthy
Trustee |
|
17,000 |
|
34,000 |
John H.
Southworth |
|
13,000 |
|
26,000 |
The
officers and Trustees of the Trust as a group own less than 1%
of any series of outstanding shares of the Trust.
The
Trusts 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 Trusts
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 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, Attn: MIP
C218, 1295 State Street, Springfield, Massachusetts
01111.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF
SECURITIES
Massachusetts Mutual Life Insurance Co. (MassMutual), 1295
State St., Springfield, MA 01111 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 L shares of each Fund of the Trust as of March 31,
2000.
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 accountants and its provision of seed money
for the Trust together constituted 100% of the shares of the
Class A shares of each Fund of the Trust as of March 31, 2000
with exception to the Indexed Equity Fund of which MassMutual
had beneficial ownership of 82.90% of the Class A
shares.
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 S
shares of each Fund of the Trust as of March 31, 2000 with
exception to the following Funds. MassMutual may also be deemed
a control person (as defined in the Act) of the Trust in that it
beneficially owns more than 25% of the Class S shares of the
following Funds. As of March 31, 2000 MassMutual owned 80.75% of
the Class S shares of the Prime Fund, 99.65% of the Class S
shares of the Core Equity Fund, 98.84% of the Class S shares of
the Indexed Equity Fund, 98.19% of the Class S shares of the
Small Cap Value Equity Fund and 98.58% of the Class S shares of
the International Equity Fund.
MassMutual maybe 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 Y
shares of the Diversified Bond Fund of the Trust as of March 3,
2000.
The
following shareholders may be deemed control persons (as defined
in the Act) of the Trust in that they beneficially own more than
25% of the Class Y shares of the Funds indicated as March 31,
2000: MassMutual owned 58.21% of the Class Y shares of the Prime
Fund, Kaiser Aerospace Electronics, c/o Investors Bank &
Trust, 200 Clarendon St., P.O. Box 9130, Boston MA 02117-9130
owned 39.3% of the Class Y shares of the Prime Fund, MassMutual
owned 87.06% of the Class Y shares of the Short Term Bond Fund,
MassMutual owned 51.26% of the Class Y shares of the Core Bond
Fund, Kaiser Aerospace Electronics, c/o Investors Bank &
Trust, 200 Clarendon St., P.O. Box 9130, Boston, MA 02117-9130
owned 41.94% of the Class Y shares of the Core Bond Fund,
MassMutual owned 99.53% of the Class Y shares of the Balanced
Fund, MassMutual owned 96.63% of the Class Y shares of the Core
Equity Fund, MassMutual owned 73.30% of the Class Y shares of
the Indexed Equity Fund, Kaiser Aerospace electronics, c/o
Investors Bank & Trust, 200 Clarendon St., P.O. Box 9130,
Boston, MA 02117-9130 owned 73.34% of the Class Y shares of the
Growth Equity Fund, MassMutual owned 26.66% of the Class Y
shares of the Growth Equity Fund, MassMutual owned 86.69% of the
Class Y shares of the Small Cap Value Equity Fund, Kaiser
Aerospace Electronics, c/o Investors Bank & Trust, 200
Clarendon St., P.O. Box 9130, Boston, MA 02117-9130 owned 92.14%
of the Class Y shares of the Mid Cap Growth Equity Fund,
MassMutual owned 56.11% of the Class Y of the Small Cap Growth
Equity Fund, Kaiser Aerospace Electronics, c/o Investors Bank
& Trust, 200 Clarendon St., P.O. Box 9130, Boston MA
02117-9130 owned 43.79% of the Class Y shares of the Small Cap
Growth Equity Fund and MassMutual owned 82.37% of the Class Y 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 as of March 31, 2000: Jupiter
& Co., c/o Investors Bank & Trust, 200 Clarendon St.,
P.O. Box 9130, Boston, MA 02117-9130 owned 12.94% of the Class Y
shares of the Short Term Bond Fund, Jupiter & Co., c/o
Investors Bank & Trust, 200 Clarendon St., P.O. Box 9130,
Boston, MA 02117-9130 owned 5.44% of the Class Y shares of the
Core Bond Fund, Kaiser Aerospace Electronics, c/o Investors Bank
& Trust, 200 Clarendon St., P.O. Box 9130, Boston, MA
02117-9130 owned 19.61% of the Class Y shares of the Indexed
Equity Fund, Jupiter & Co., c/o Investors Bank & Trust,
200 Clarendon St., P.O. Box 9130, Boston, MA 02117-9130 owned
5.08% of the Class Y shares of the Indexed Equity Fund, Arthur
J. Gallagher & Co., P.O. Box 8880, Wilmington, DE,
19899-8880 owned 8.89% of the Class Y shares of the Small Cap
Value Equity Fund, MassMutual owned 7.25% of the Class Y of the
Mid Cap Growth Equity Fund and Jupiter & Co., c/o Investors
Bank & Trust, 200 Clarendon St., P.O. Box 9130, Boston MA
02117-9130 owned 13.57% of the Class Y shares 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 A shares of the Indexed Equity Fund as of March 31,
2000: Norwest Bank of Colorado, Trustee for the Savings &
Supplemental Retirement Plan of Novant Health Systems, Inc.,
8515 East Orchard Rd., Englewood, CO 80111 owned 10.85% of the
Class A shares of the Indexed Equity Fund and Norwest Bank of
Colorado, Trustee for the Tax Deferred Savings Plan of Novant
Health System, Inc., 8515 East Orchard Rd., Englewood, CO 80111
owned 6.25% of the Class A shares of the Indexed Equity
Fund.
INVESTMENT ADVISER AND SUB-ADVISERS
Investment Adviser
MassMutual serves as investment adviser to each Fund
pursuant to Investment Management Agreements with the Trust on
behalf of the International Equity Fund dated as of September
30, 1994; on behalf of the Prime Fund, Short-Term Bond Fund,
Core Bond Fund, Diversified Bond Fund, Balanced Fund, Core
Equity Fund, Growth Equity Fund, Small Cap Value Equity Fund,
Mid Cap Growth Equity Fund and Small Cap Growth Equity Fund,
each dated as of May 3, 1999, and on behalf of the Indexed
Equity Fund, Large Cap Value Fund, OTC 100 Fund, Aggressive
Growth Fund, Focused Value Fund, Mid Cap Growth, Equity II Fund
and Emerging Growth Fund, each dated as of May 1, 2000
(collectively the Advisory Agreements) . Under each
Advisory Agreement, MassMutual is obligated to provide for the
management of each Funds portfolio of securities, subject
to policies established by the Trustees of the Trust and in
accordance with each Funds investment objective, policies
and restrictions as set forth herein and in the Prospectus, and
has the right to select sub-advisers to the Funds pursuant to
investment sub-advisory agreements (the Sub-Advisory
Agreements).
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
(after its initial 2 year period): (1) by the affirmative vote
of a majority of the Trustees or by the affirmative vote of a
majority of the Funds 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
MassMutuals control of the name MassMutual and
the Trust agrees that its right to use such name is nonexclusive
and can be terminated by MassMutual at any time.
MassMutuals 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: MML Money
Market Fund, MML Equity Fund, MML Managed Bond Fund, MML Blend
Fund, MML Equity Index Fund, MML Large Cap Value Fund, MML Small
Cap Value Equity Fund, MML Growth Equity Fund, MML Small Cap
Growth Equity Fund, MML Emerging Growth Fund and MML OTC 100
Fund, which are series of MML Series Investment Fund, and
open-end management investment company; certain wholly owned
subsidiaries of MassMutual; 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 Core Equity Fund, .65% for the Large Cap Value Fund,
.10% for the Indexed Equity Fund, .58% for the Small Cap Value
Equity Fund; .69% for the Focused Value Fund, .68% for the
Growth Equity Fund, .75% for the Aggressive Growth Fund, .15%
for the OTC 100 Fund, .70% for the Mid Cap Growth Equity Fund,
.75% for the Mid Cap Growth Equity II Fund, .82% for the Small
Cap Growth Equity Fund, .79% for the Emerging Growth 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 12/31/97 |
|
$ 1,155,353 |
|
$ (29,758 |
) |
|
$ 1,125,595 |
Year
ended 12/31/98 |
|
$ 1,143,154 |
|
|
|
|
$ 1,143,154 |
Year
ended 12/31/99 |
|
$ 1,050,848 |
|
|
|
|
$ 1,050,848 |
|
Short-Term Bond Fund |
Year
ended 12/31/97 |
|
$ 769,014 |
|
$ (18,246 |
) |
|
$ 750,768 |
Year
ended 12/31/98 |
|
$ 1,163,327 |
|
|
|
|
$ 1,163,327 |
Year
ended 12/31/99 |
|
$ 1,012,716 |
|
|
|
|
$ 1,012,716 |
|
Core
Bond Fund |
Year
ended 12/31/97 |
|
$ 1,869,877 |
|
$ (49,361 |
) |
|
$ 1,820,516 |
Year
ended 12/31/98 |
|
$ 2,419,080 |
|
|
|
|
$ 2,419,080 |
Year
ended 12/31/99 |
|
$ 2,976,384 |
|
|
|
|
$ 2,976,384 |
|
Diversified Bond Fund |
Year
ended 12/31/99 |
|
$
83,194 |
|
|
|
|
$
83,194 |
|
Balanced Fund |
Year
ended 12/31/97 |
|
$ 2,799,328 |
|
$ (74,994 |
) |
|
$ 2,724,334 |
Year
ended 12/31/98 |
|
$ 3,182,481 |
|
|
|
|
$ 3,182,481 |
Year
ended 12/31/99 |
|
$ 3,739,029 |
|
|
|
|
$ 3,739,029 |
|
Core
Equity Fund |
Year
ended 12/31/97 |
|
$13,063,454 |
|
$(391,015 |
) |
|
$12,672,439 |
Year
ended 12/31/98 |
|
$15,182,885 |
|
|
|
|
$15,182,885 |
Year
ended 12/31/99 |
|
$16,017,604 |
|
|
|
|
$16,017,604 |
|
Indexed Equity Fund |
Year
ended 2/28/98 |
|
$ 939,051 |
|
|
|
|
$ 939,051 |
Year
ended 2/28/99 |
|
$ 1,353,414 |
|
|
|
|
$ 1,353,414 |
Period
ended 12/31/99 |
|
$ 266,810 |
|
|
|
|
$ 266,810 |
|
Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 208,278 |
|
|
|
|
$ 208,278 |
|
Small Cap Value Equity Fund |
Year
ended 12/31/97 |
|
$ 3,149,017 |
|
$ (65,671 |
) |
|
$ 3,083,346 |
Year
ended 12/31/98 |
|
$ 3,775,176 |
|
|
|
|
$ 3,775,176 |
Year
ended 12/31/99 |
|
$ 3,728,581 |
|
|
|
|
$ 3,728,581 |
|
Mid
Cap Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 238,543 |
|
|
|
|
$ 238,543 |
|
|
|
Gross
|
|
Waiver*
|
|
Net
|
Small Cap Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 245,718 |
|
|
|
|
$ 245,718 |
|
International Equity Fund |
Year
ended 12/31/97 |
|
$4,149,537 |
|
$(50,753 |
) |
|
$4,098,784 |
Year
ended 12/31/98 |
|
$5,327,317 |
|
|
|
|
$5,327,317 |
Year
ended 12/31/99 |
|
$6,353,553 |
|
|
|
|
$6,353,553 |
*
|
MassMutuals voluntary agreement to waive a
portion of its management fee terminated May 1, 1997. See
Financial Highlights in the
Prospectus.
|
**
|
Since
inception May 3, 1999.
|
The Large
Cap Value Fund, the OTC 100 Fund, the Aggressive Growth Fund,
the Focused Value Fund, the Mid Cap Growth Equity II Fund and
the Emerging Growth Fund commenced operations May 1,
2000.
Affiliated Investment Sub-advisers
Babson is
a wholly-owned subsidiary of DLB Acquisition Corporation, an
indirect, controlled subsidiary of MassMutual. OppenheimerFunds,
Inc. (OFI) 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. Effective January 1, 2000, MassMutual pays Babson a
sub-advisory fee equal to an annual rate of .05% of the average
daily net assets of the Prime Fund, .08% of the average daily
net assets of the Short-Term Bond Fund, .10% of the average
daily net assets of the Core Bond Fund, .10% of the average
daily net assets of the Diversified Bond Fund and .09% of the
average daily net assets of the Prime and Core Bond Segments of
the Balanced Fund. Babson was appointed as investment
sub-adviser to these Funds in connection with a corporate
reorganization of MassMutuals investment advisory
businesses, as more fully described in the Prospectus.
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 OFI 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 OFI acts as
investment adviser or investment 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 Trusts management that such
execution advantage and the desirability of retaining
MassMutual, Babson and OFI as Adviser and as investment
sub-adviser respectively, of the Funds outweigh the
disadvantages, if any, which might result from this
procedure.
Unaffiliated Investment Sub-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, .35% on the next $300
million of aggregate net assets, .32% on the next 600 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
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 $150
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 a portion of
the net assets of the
Funds portfolio. Initially, each sub-adviser will be
allocated their portion of the Funds net assets based on
cash flow received by the Fund. The Funds portfolio will
be rebalanced by MassMutual from time to time. MassMutual pays
J.P. Morgan an investment sub-advisory fee at an annual rate of
.60% on the first $200 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.
Deustche
Asset Management, the marketing name of Bankers Trust Company
(DAM), serves as investment sub-adviser for the
Indexed Equity Fund and the OTC 100 Fund. For the Indexed Equity
Fund, MassMutual pays DAM a quarterly fee equal to an annual
rate of .01% on the first $1 billion of aggregate net assets
under management, and .0075% on aggregate net assets in excess
of $1 billion. For the OTC 100 Fund, MassMutual pays DAM a
quarterly fee equal to an annual rate of .05% on the first $200
million of aggregate net assets under management, .04% on the
next $200 million of aggregate net assets and .02% on aggregate
net assets in excess of $500 million. DAM also provides
investment sub-advisory services for the MML Equity Index Fund
and the MML OTC 100 Fund, each of which are series of MML Series
Investment Fund, a registered, open-end investment company for
which MassMutual serves as investment adviser.
Davis
Selected Advisers, L.P. (Davis) serves as investment
sub-adviser for the Large Cap Value Fund. MassMutual pays Davis
a quarterly fee equal to an annual rate of .45% on the first
$100 million of aggregate net assets under management, .40% on
the next $400 million of aggregate net assets and .35% on
aggregate net assets in excess of $500 million. Davis also
provides investment sub-advisory services for the MML Large Cap
Value Fund, a series of MML Series Investment Fund, a
registered, open-end investment company for which MassMutual
serves as investment adviser. RS Investment Management
(RS) serves as investment sub-adviser for the
Emerging Growth Fund. MassMutual pays RS a quarterly fee equal
to an annual rate of .65% on the first $200 million of aggregate
net assets under management, .60% on the next $200 million of
aggregate net assets and .55% on aggregate net assets in excess
of $400 million. RS also provides investment sub-advisory
services for the MML Emerging Growth Fund, a series of MML
Series Investment Fund, a registered, open-end investment
company for which MassMutual serves as investment
adviser.
Harris
Associates LP (Harris Associates) serves as
investment sub-adviser for the Focused Value Fund. MassMutual
pays Harris Associates a quarterly fee equal to an annual rate
of .50% on the first $100 million of aggregate net assets under
management, .45% on the next $400 million of aggregate net
assets, and .40% on aggregate net assets in excess of $500
million. Janus Capital Corporation (Janus) serves as
investment sub-
adviser for the Aggressive Growth Fund. MassMutual pays Janus a
quarterly fee equal to an annual rate of .55% on the first $100
million of aggregate net assets under management, .40% on the
next $400 million of aggregate net assets and .45% on aggregate
net assets in excess of $500 million. T. Rowe Price Associates
Inc. (T. Rowe Price) serves as investment
sub-adviser for the Mid Cap Growth Equity II Fund. MassMutual
pays T. Rowe Price a quarterly fee equal to an annual rate of
.50% on aggregate assets.
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 .6244% for Class A shares; .1432% to .4744% for
Class Y shares; .0675% to .3744% for Class S shares and .2932%
to .6244% 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 12/31/97 |
|
$ 209,004 |
Year
ended 12/31/98 |
|
$ 198,633 |
Year
ended 12/31/99 |
|
$ 233,702 |
|
Short-Term Bond Fund |
Year
ended 12/31/97 |
|
$ 134,919 |
Year
ended 12/31/98 |
|
$ 201,862 |
Year
ended 12/31/99 |
|
$ 247,540 |
|
Core
Bond Fund |
Year
ended 12/31/97 |
|
$ 348,743 |
Year
ended 12/31/98 |
|
$ 418,822 |
Year
ended 12/31/99 |
|
$ 561,006 |
|
Diversified Bond Fund |
Year
ended 12/31/99 |
|
$ 20,799 |
|
Balanced Fund |
Year
ended 12/31/97 |
|
$ 527,470 |
Year
ended 12/31/98 |
|
$ 550,978 |
Year
ended 12/31/99 |
|
$ 752,315 |
|
Core
Equity Fund |
Year
ended 12/31/97 |
|
$2,594,600 |
Year
ended 12/31/98 |
|
$2,623,373 |
Year
ended 12/31/99 |
|
$2,364,814 |
|
Indexed Equity Fund* |
Year
ended 2/28/99 |
|
$ 884,446 |
Period
ended 12/31/99 |
|
$1,910,568 |
|
Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 35,679 |
|
Small Cap Value Equity Fund |
Year
ended 12/31/97 |
|
$490,532 |
Year
ended 12/31/98 |
|
$534,899 |
Year
ended 12/31/99 |
|
$540,991 |
|
Mid
Cap Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 38,008 |
|
Small Cap Growth Equity Fund** |
Year
ended 12/31/99 |
|
$ 39,210 |
|
International Equity Fund |
Year
ended 12/31/97 |
|
$467,044 |
Year
ended 12/31/98 |
|
$486,162 |
Year
ended 12/31/99 |
|
$779,483 |
*
Inception date March 1, 1998
**
Inception date May 3, 1999
THE
DISTRIBUTOR
The
Trusts shares are continuously distributed by MML
Distributors, LLC (the Distributor), located at 1414
Main Street, Springfield, Massachusetts 01144-1013, pursuant to
a General Distributors Agreement with the Trust dated as
of May 3, 1999 (the Distribution Agreement), as
amended. The Distributor pays commissions to its selling dealers
as well as the costs of printing and mailing Prospectuses to
potential investors and of any advertising incurred by it in
connection with distribution of shares of the Funds. The
Distributor is a majority-owned subsidiary of
MassMutual.
The
Distribution Agreement will continue in effect for an initial
two-year period, and thereafter for successive one-year periods,
provided that each such continuance is specifically approved (i)
by the vote of a majority of the Trustees or by a vote of a
majority of the shares of the Trust; and (ii) by a majority of
the Trustees who are not parties to the Distribution Agreement
or interested persons (as defined in the 1940 Act) of any such
person, cast in person at a meeting called for the purpose of
voting on such approval.
CLASS
A DISTRIBUTION AND SERVICE PLANS
The Trust
has adopted, with respect to the Class A shares of each of the
Funds, an Amended and Restated Distribution and Service Plan and
Agreement (the Plan) pursuant to Rule 12b-1 under
the 1940 Act. The Trustees of the Trust, including a majority of
the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation
of the Plans, by vote cast in person at a meeting called for the
purpose of voting on the Plans, approved the Plans on May 3,
1999 for the Funds (other than the OTC 100 Fund, the Aggressive
Growth Fund, the Large Cap Value Fund, the Focused Value Fund,
the Mid Cap Growth Equity II Fund and the Emerging Growth Fund
which were approved February 14, 2000). Under the terms of each
of the Plans, the Trust is permitted to compensate, out of the
assets attributable to the Class A shares of the Fund, in an
amount up to .25%, in the aggregate, on an annual basis of the
average daily net assets attributable to that Class, (i) the
Distributor for services provided and expenses incurred by it in
connection with the distribution of Class A shares of the Fund
(Distribution Fee) and (ii) 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 Distribution Fee may be spent by
the Distributor on any activities or expenses primarily intended
to result in the sale of Class A shares of the Fund, including,
but not limited to, compensation
to, and expenses (including overhead and telephone expenses) of,
financial consultants or other employees of the Distributor or
of participating or introducing brokers who engage in the
distribution of Class A shares, preparing, printing and
delivering prospectuses and reports for other than existing
Class A shareholders, providing facilities to answer questions
from other than existing Class A shareholders, advertising and
preparation, printing and distribution of sales literature,
receiving and answering correspondence, including requests for
prospectuses and statements of additional information, and
complying with Federal and state securities laws pertaining to
the sale of Class A shares. 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.
MassMutuals 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 or the 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)
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 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.
Under the
12b-1 plans for Class A shares of the Funds, the Trust paid
service fees in 1999 of approximately $379 for the Prime Fund,
$335 for the Short-Term Bond Fund, $696 for the Core Bond Fund,
$164 for the Diversified Bond Fund, $839 for the Balanced Fund,
$1,631 for the Core Equity Fund, $1,418 for the Indexed Equity
Fund, $1,261 for the Growth Equity Fund, $473 for the Small Cap
Value Equity Fund, $369 for the Mid Cap Growth Equity Fund, $808
for the Small Cap Growth Equity Fund, and $495 for the
International Equity Fund, all of which was paid to
MassMutual.
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
Deloitte
& Touche LLP, located at Two World Financial Center, New
York, New York, 10281, is the Trusts independent public
accountant.
PricewaterhouseCoopers LLP (PwC) resigned as
the Trusts independent public accountant, effective
February 23, 1999, after consultation with the staff of the
Securities and Exchange Commission (SEC) on the
issue of its independence to the Trust. Deloitte & Touche
LLP was approved as the Trusts independent public
accountant by the Board of Trustees for fiscal years 1998, 1999
and 2000. PwC did not resign as a result of a disagreement on
any matters relating to accounting principles or practices,
financial statement disclosures or auditing scope or
procedure.
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 underwriters
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 of the Funds
investment sub-advisers 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 Sub-Advisory Agreement and as permitted by Section 28(e) of
the Securities Exchange Act of 1934, an investment sub-adviser
may cause a Fund to pay a broker-dealer that provides brokerage
and research services to the investment sub-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 sub-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 sub-advisers 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 investment sub-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 investment
sub-advisers 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 investment sub-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 investment sub-adviser. Research provided by brokers is used
for the benefit of all of the investment sub-advisers
clients and not solely or necessarily for the benefit of the
Trust. The sub-adviser attempts to evaluate the quality of
Research provided by brokers. Results of this effort are
sometimes used by the sub-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
investment sub-advisers receipt of brokerage and research
services. To the extent the Trusts 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 investment sub-adviser in serving both
the Trust and other clients and, conversely, such services
obtained by the placement of brokerage business of other clients
would be useful to a sub-adviser in carrying out its obligations
to the Trust.
Subject
to the overriding objective of obtaining the best execution of
orders, the Funds may use broker-dealer affiliates of their
respective investment sub-advisers to effect portfolio brokerage
transactions under procedures adopted by the Trustees. Pursuant
to these procedures, the commission rates and other remuneration
paid to the affiliated broker-dealer must be fair and reasonable
in comparison to those of other broker-dealers for comparable
transactions involving similar securities being purchased or
sold during a comparable time period. This standard would allow
the affiliated broker or dealer to receive no more than the
remuneration which would be expected to be received by an
unaffiliated broker.
Brokerage
commissions paid by the Funds for the fiscal years ended
December 31, 1999, December 31, 1998, and December 31, 1997,
respectively, were as follows: Balanced Fund $157,213,
$212,554.36, and $174,902; Core Equity Fund $1,551,814,
$1,030,560.95, and $1,494,262; Small Cap Value Equity Fund
$708,752, $638,429.88, and $423,705; and International Equity
Fund $2,084,702, $2,377,044.12, and $2,025,648. Brokerage
commissions for the year ended December 31, 1999 paid by the
Growth Equity Fund, the Mid Cap Growth Equity Fund and the Small
Cap Growth Equity Fund were $42,261, $121,696 and $126,461,
respectively. Approximately $51,635.87 and $1,968 of the
brokerage commissions paid by the Fund for the fiscal years
ended December 31, 1999 and 1998, 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 Trusts Declaration of
Trust, the Board of Trustees is authorized to create new series
and classes without shareholder approval. To date shares of
twenty-two separate series have been authorized, eighteen 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
shareholders are entitled to vote.
Under
Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Trust. However, the Trusts 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 Trusts 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
Funds 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
Trusts shareholders. While the Trusts 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 Funds net assets.
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 currently is not open for trading on New Years Day,
Martin Luther King, Jr. Day, Presidents 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) -1 ]
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, Core Bond Fund and Diversified Bond Fund
for the 30-day period ended December 31, 1999.
Yield
for the 30-Day Period Ended December 31, 1999
Class
S Shares* (Unaudited)
Fund
|
|
Yield
|
Prime
Fund |
|
6.07% |
Short-Term Bond Fund |
|
6.42% |
Core
Bond Fund |
|
8.32% |
Diversified Bond Fund |
|
6.97% |
*
|
Yield
for Class A, L, Y, and S shares may differ due to different
expense structures.
|
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)
=ERV
Where:
P = a
hypothetical initial payment of $1000.
T =
average annual total return.
n =
number of years.
ERV =
ending redeemable value at the end of the stated period of a
hypothetical $1000 payment made at the beginning of the stated
period.
The Funds
may show total return calculated without giving effect to the
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
Funds yield or total return is not fixed or guaranteed and
the Funds 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 Funds 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 Funds current portfolio instruments. Total
return is a function of the value of a Funds 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 Funds operating expenses.
Average Annual Total Return for the periods ended
December 31, 1999.
1
YEAR
|
|
Class A
|
|
Class Y
|
|
Class S
|
|
Class L*
|
Prime
Fund and its predecessor SIA G |
|
4.59% |
|
5.13% |
|
5.10% |
|
4.90% |
Short-Term Bond Fund and its predecessor SIA
F |
|
2.51% |
|
3.04% |
|
3.10% |
|
2.71% |
Core
Bond Fund and its predecessor SIA E |
|
-2.43% |
|
-2.16% |
|
-2.08% |
|
-2.33% |
Diversified Bond** |
|
-0.54% |
|
-0.26% |
|
-0.25% |
|
-0.38% |
Balanced Fund and its predecessor SIA M |
|
-2.17% |
|
-1.77% |
|
-1.58% |
|
-1.92% |
Core
Equity Fund and its predecessor SIA A |
|
-3.13% |
|
-2.71% |
|
-2.60% |
|
-2.81% |
Indexed
Equity Fund |
|
19.85% |
|
20.38% |
|
20.43% |
|
20.17% |
Growth
Equity Fund** |
|
29.27% |
|
29.57% |
|
29.57% |
|
29.57% |
Small
Cap Value Equity Fund and its predecessor
SIA S |
|
-0.36% |
|
0.13% |
|
0.25% |
|
0.03% |
Mid Cap
Growth Equity Fund** |
|
39.00% |
|
39.40% |
|
39.40% |
|
39.30% |
Small
Cap Growth Equity Fund** |
|
60.42% |
|
60.71% |
|
60.91% |
|
60.55% |
International Equity Fund and its predecessor SIA
I |
|
56.25% |
|
57.04% |
|
56.98% |
|
56.42% |
*
Class L shares of all Funds except the Indexed Equity Fund
commenced operations May 3, 1999.
** For
the period May 3, 1999 (commencement of operations) through
December 31, 1999.
Class L shares of the Indexed Equity Fund
commenced operations July 1, 1999.
3
YEARS
|
|
Class A
|
|
Class Y
|
|
Class S
|
Prime
Fund and its predecessor SIA G |
|
4.64% |
|
5.14% |
|
5.30% |
Short-Term Bond Fund and its predecessor SIA
F |
|
4.79% |
|
5.25% |
|
5.40% |
Core
Bond Fund and its predecessor SIA E |
|
4.66% |
|
5.08% |
|
5.24% |
Balanced Fund and its predecessor SIA M |
|
9.18% |
|
9.64% |
|
9.87% |
Core
Equity Fund and its predecessor SIA A |
|
12.92% |
|
13.41% |
|
13.62% |
Indexed
Equity Fund |
|
N/A |
|
N/A |
|
N/A |
Small
Cap Value Equity Fund and its predecessor SIA S |
|
6.87% |
|
7.34% |
|
7.54% |
International Equity Fund and its predecessor SIA
I |
|
22.96% |
|
23.91% |
|
24.07% |
|
5
YEARS |
|
|
|
Class A
|
|
Class Y
|
|
Class S
|
Prime
Fund and its predecessor SIA G |
|
4.72% |
|
5.20% |
|
5.38% |
Short-Term Bond Fund and its predecessor SIA
F |
|
6.03% |
|
6.50% |
|
6.67% |
Core
Bond Fund and its predecessor SIA E |
|
6.75% |
|
7.20% |
|
7.38% |
Balanced Fund and its predecessor SIA M |
|
11.95% |
|
12.43% |
|
12.66% |
Core
Equity Fund and its predecessor SIA A |
|
17.59% |
|
18.10% |
|
18.32% |
Indexed
Equity Fund |
|
N/A |
|
N/A |
|
N/A |
Small
Cap Value Equity Fund and its predecessor SIA S |
|
12.18% |
|
12.66% |
|
12.88% |
International Equity Fund and its predecessor SIA
I |
|
17.99% |
|
18.74% |
|
18.92% |
10
YEARS (or since inception)
|
|
Class A
|
|
Class Y
|
|
Class S
|
Prime
Fund and its predecessor SIA G |
|
4.51% |
|
4.98% |
|
5.18% |
Short-Term Bond Fund and its predecessor SIA
F |
|
6.22% |
|
6.69% |
|
6.89% |
Core
Bond Fund and its predecessor SIA E |
|
6.92% |
|
7.38% |
|
7.58% |
Balanced Fund and its predecessor SIA M |
|
10.10% |
|
10.58% |
|
10.81% |
Core
Equity Fund and its predecessor SIA A |
|
13.05% |
|
13.54% |
|
13.77% |
Indexed
Equity Fund |
|
N/A |
|
N/A |
|
N/A |
Small
Cap Value Equity Fund and its predecessor SIA S |
|
10.39% |
|
10.87% |
|
11.09% |
International Equity Fund and its predecessor SIA
I |
|
N/A |
|
N/A |
|
N/A |
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,
S&P Mid Cap 400 Index, the Russell 2000 Index, Russell 2000
Growth Index, Russell 2500 Index, the NASDAQ 100 Index (with
respect to the OTC 100 Fund), the Lehman Brothers 20+ Treasury
Index, Donoghues Money Fund Averages, the Lehman Brothers
5-7 Year Treasury Index, Lehman Brothers Government Bond Index,
Lehman Brothers Aggregate 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, Australia
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 Funds results with those of indices
widely regarded by investors as representative of the security
markets in general. Unmanaged indices may assume the
reinvestment of dividends, but generally do not reflect
deductions for administrative and management costs and expenses.
Managed indices generally do reflect such
deductions.
The Trust
also may use the following information in advertisements and
other types of literature, 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 Funds historical performance or
current or potential value with respect to the particular
industry or sector.
Each of
the Funds 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), Donoghues
Money Fund Report, including Donoghues 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
Funds 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 Funds shares
since the rating would not comment on the market price of the
Funds 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 Funds
performance with other investments which are assigned ratings by
NRSROs. Any such comparisons may be useful to investors who wish
to compare a Funds 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 Funds required distribution over its
actual distributions in any calendar year. Generally, the
required distribution is 98% of the Funds
ordinary income for the calendar year plus 98% of its capital
gain net income recognized during the one-year period ending on
October 31 (or December 31, if the Fund so elects) plus
undistributed amounts from prior years. Each Fund intends to
make distributions sufficient to avoid imposition of the excise
tax. Distributions declared by a Fund during October, November
or December to shareholders of record on a date in any such
month and paid by the Fund during the following January will be
treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which
declared.
Except in
the case of certain shareholders eligible for preferential tax
treatment, e.g., qualified retirement or pension trusts,
shareholders of each Fund will be subject to federal income
taxes on distributions made by the Fund whether received in cash
or additional shares of the Fund. Distributions by each Fund of
net income and short-term capital gains, if any, will be taxable
to shareholders as ordinary income. Designated distributions of
long-term capital gains, if any, will be taxable to shareholders
as long-term capital gains, without regard to how long a
shareholder has held shares of the Fund. 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 of 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
shareholders 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 shareholders
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
shareholders 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 Funds 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 investors 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
Funds 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 Funds 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 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.
EXPERTS
The
financial statements of each of the Funds are set forth in the
Funds Annual Report as of December 31, 1999, and are
incorporated herein by reference in reliance on the report of
Deloitte & Touche LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing. A
copy of the Funds Annual Report as of December 31, 1999 is
available, without charge, upon request.
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 instruments
price. As a measure of a fixed-income securitys 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
securitys 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 securitys cash
flow over time, which would include how cash flow is affected by
prepayments and by changes in interest rates. Incorporating a
securitys yield, coupon interest payments, final maturity
and option features into one measure, duration is computed by
determining the weighted average maturity of a bonds cash
flows, where the present values of the cash flows serve as
weights. Determining duration may involve a Funds
investment sub-advisers estimates of future economic
parameters, which may vary from actual future
values.
NRSRO: means a nationally
recognized statistical rating organization. For a description of
the ratings of two NRSROs, Standard & Poors Ratings
Group (S&P) and Moodys Investors Service,
Inc. (Moodys), see the Appendix to the SAL.
For example, the four investment grade ratings in descending
order for debt securities as rated by Moodys are Aaa, Aa,
A and Baaincluding Baa3. The four investment grade ratings
for debt securities as rated by S&P are AAA, AA, A and
BBBincluding BBB-. For commercial paper, Moodys two
highest ratings are P-1 and P-2 and S&Ps 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.
APPENDIXDESCRIPTION OF SECURITIES
RATINGS
Although
the ratings of fixed-income securities by S&P and
Moodys 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 Moodys 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-I.
|
Moodys employs three designations, all judged to be
investment grade, to indicate the relative repayment ability of
rated issuers. The two highest designations are as
follows:
Issuers
(or supporting institutions) rated Prime-1 (or P-1) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 (or P-1) repayment ability will normally be
evidenced by many of the following characteristics:
|
·
|
Leading
market positions in well-established industries.
|
|
·
|
High
rates of return on funds employed.
|
|
·
|
Conservative capitalization structure with moderate
reliance on debt and ample asset protection.
|
|
·
|
Broad
margins in earnings coverage of fixed financial charges and
high internal cash generation.
|
|
·
|
Well-established access to a range of financial markets
and assured sources of alternate liquidity.
|
Issuers
(or supporting institutions) rated Prime-2 (or P-2) have a
strong ability for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
Bond
Ratings:
S&P
describes its four highest ratings for corporate debt as
follows:
|
AAA Debt rated AAA has
the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
|
|
AA Debt rated AA has a
very strong capacity to pay interest and repay principal and
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.
Moodys describes its four highest corporate bond
ratings as follows:
|
Aaa Bonds which are rated
Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred
to as gilt-edged. Interest payments are protected
by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such
issues.
|
|
Aa Bonds which are rated
Aa are judged to be of high quality by all standards. Together
with the Aaa group they 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.
|
Moodys 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.
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
Registrants Agreement and Declaration of Trust, as amended
June 14, 1993.
(1)
Exhibit B: Copy of
Registrants By-Laws, as now in effect.
(1)
Exhibit C: None.
Exhibit D:
|
(1) Copy of Specimen Investment Management
Agreement between Registrant and Massachusetts Mutual Life
Insurance Company (MassMutual) on behalf of each
of Registrants series, incorporated by reference as
Exhibit D(1) to Registrants Post-Effective Amendment No.
11 to the Registration Statement filed via EDGAR on April 30,
1999.
|
|
(2) Specimen Investment Sub-Advisory
Agreement between David L. Babson & Company Inc.
(David L. Babson) with respect to MassMutual Prime
Fund, MassMutual Short-Term Bond Fund, MassMutual Core Bond
Fund, MassMutual Diversified Bond Fund, each of the Prime,
Core Bond and Core Equity Segments of the MassMutual Balanced
Fund, the MassMutual Core Equity Fund and the MassMutual Small
Cap Value Equity Fund, incorporated by reference to
Registrants Post-Effective Amendment No. 3 to the
Registration Statement filed via EDGAR on April 28,
1997.
|
|
(3) Investment Sub-Advisory Agreement dated
as of May 1, 2000 between MassMutual and OppenheimerFunds,
Inc. with respect to the MassMutual International Equity
Fund.
|
|
(4) Investment Sub-Advisory Agreement between
MassMutual and Massachusetts Financial Services Company with
respect to MassMutual Growth Equity Fund, incorporated by
reference to Exhibit D(5) of Registrants Post-Effective
Amendment No. 11 to the Registration Statement filed via EDGAR
on April 30, 1999.
|
|
(5) Investment Sub-Advisory Agreement between
MassMutual and Miller Anderson & Sherrerd LLP with respect
to MassMutual Mid Cap Growth Equity Fund, incorporated by
reference to Exhibit D(6) of Registrants Post-Effective
Amendment No. 11 to the Registration Statement filed via EDGAR
on April 30, 1999.
|
|
(6) Investment Sub-Advisory Agreement between
MassMutual and J.P. Morgan Investment Management Inc. with
respect to MassMutual Small Cap Growth Fund, incorporated by
reference to Exhibit D(7) of Registrants Post-Effective
Amendment No. 11 to the Registration Statement filed via EDGAR
on April 30, 1999.
|
|
(7) Investment Sub-Advisory Agreement between
MassMutual and Waddell & Reed Investment Management
Company with respect to MassMutual Small Cap Growth Equity
Fund, incorporated by reference to Exhibit D(8) of
Registrants Post-Effective Amendment No. 11 to the
Registration Statement filed via EDGAR on April 30,
1999.
|
|
(8) Investment Sub-Advisory Agreement between
MassMutual and Davis Selected Advisers, L.P. with respect to
MassMutual Large Cap Value Fund effective as of May 1,
2000.
|
|
(9) Investment Sub-Advisory Agreement between
MassMutual and Janus Capital Corporation with respect to
MassMutual Aggressive Growth Fund effective as of May 1,
2000.
|
|
(10) Investment Sub-Advisory Agreement
between MassMutual and Harris Associates L.P. with respect to
MassMutual Focused Value Fund effective as of May 1,
2000.
|
|
(11)
Form of Investment Sub-Advisory Agreement between
MassMutual and T. Rowe Price Associates Inc. with respect to
MassMutual Mid Cap Growth Equity II Fund.
|
|
(12) Form of Investment Sub-Advisory
Agreement between MassMutual and RS Investment Management with
respect to MassMutual Emerging Growth Fund effective as of May
1, 2000.
|
|
(13) Investment Sub-Advisory Agreement
between MassMutual and Bankers Trust Company with respect to
MassMutual Indexed Equity Fund dated as of May 1,
2000.
|
|
(14) Investment Sub-Advisory Agreement
between MassMutual and Bankers Trust Company with regard to
MassMutual OTC 100 Fund dated as of May 1, 2000.
|
Exhibit E
|
(1) Amended and Restated General
Distributors Agreement between MassMutual and MML
Distributors, LLC dated as of May 1, 2000.
|
Exhibit F
|
(1) Deferred Compensation Plan for Trustees
of Registrant
|
Exhibit G:
|
(1) Form of Custodian Agreement between
Registrant and Investors Bank & Trust Company
(IBT) with respect to each series of the
Trust
(1)
|
|
(2) Specimen Administrative and Shareholder
Servicing Agreement between MassMutual and the Trust on behalf
of each Registrants series, incorporated by reference as
Exhibit G(3) to Registrants Post-Effective Amendment No.
11 to the Registration Statement filed via EDGAR on April 30,
1999.
|
|
(3) Amended and Restated Transfer Agency
Agreement among the Trust, MassMutual and IBT, incorporated by
reference to Registrants Post-Effective Amendment No. 11
to Registration Statement filed via EDGAR on April 30,
1999.
|
Exhibit H
|
(1) Class L Shareholder Services Agreement
between the Trust and MassMutual with respect to each of
Registrants series, incorporated by reference to
Registrants Post Effective Amendment No. 11 to
Registration Statement filed via EDGAR on April 30,
1999.
|
Exhibit I
|
(1) Opinion of Counsel, incorporated by
reference as Exhibit I(2) to Registrants Post-Effective
Amendment No. 11 to the Registration Statement filed via EDGAR
on April 30, 1999.
|
|
(2) Consent of Ropes & Gray previously
filed as Exhibit 10 to Registrants Pre-Effective
Amendment No. 2 to the Registration Statement filed August 30,
1994.
|
|
(3) Opinion of Counsel and
Consent
|
Exhibit J:
|
(1) Consent of Deloitte & Touche
L.L.P.
|
|
(2) Powers of Attorney for Gary E. Wendlandt,
Ronald J. Abdow, Charles J. McCarthy, John H. Southworth, and
Mary E. Boland.
(1)
|
|
(3) 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.
(2)
|
Exhibit K: Financial Data
Schedules.
Exhibit L: Not
Applicable
Exhibit
M:
|
(1) Form of Class A Distribution and Service
(Rule 12b-1) Plan for all series of the Trust incorporated by
reference to Registrants Post-Effective Amendment No. 13
to the Registration Statement filed via EDGAR on June 29,
1999.
|
|
(2) Form of Class Y Rule 12b-1 Plans,
incorporated by reference as Exhibit M(4) to Registrants
Post-Effective Amendment No. 11 to the Registration Statement
filed via EDGAR on April 30, 1999
|
|
(3) Form of Class L Rule 12b-1 Plans,
incorporated by reference as Exhibit M(5) to Registrants
Post-Effective Amendment No. 11 to the Registration Statement
filed via EDGAR on April 30, 1999
|
Exhibit N: Amended and Restated
Rule 18f-3 Plan.
Exhibit O: Not
Applicable
(1)
|
Incorporated by reference to Registrants
Post-Effective Amendment No. 3 to the Registration Statement
filed via EDGAR on October 2, 1997.
|
(2)
|
Incorporated by reference to Registrants
Post-Effective Amendment No. 3 to the Registration Statement
filed via EDGAR on April 28, 1997.
|
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 Registrants series as are purchased with
separate account assets. As a result, MassMutual will own a
substantial number 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.
|
|
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.
MML Series Investment Fund (the
Trust), 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.
|
|
8.
MassMutual Institutional Funds, a Massachusetts business
trust which operates as an open-end investment company. The
majority shares are owned by MassMutual.
|
|
9.
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.
|
|
10. 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. The MassMutual Trust Company, which is a
federally chartered stock savings bank. MassMutual owns 100%
of the outstanding shares of the company.
|
|
13. 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 Securities
Corporation under Chapter 63 of Massachusetts General
Laws.
|
|
14. MassMutual Holding Trust I, a
Massachusetts business trust which operates as a holding
company for separately staffed MassMutual investment
subsidiaries. MassMutual Holding Company owns all the
outstanding shares of MassMutual Holding Trust I.
|
|
15. 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.
|
|
16. MassMutual International, Inc., a
Delaware corporation which operates as a holding company for
those entities constituting MassMutuals international
insurance operations, all of the stock of which is owned by
MassMutual Holding Company.
|
|
17. 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.
|
|
18. 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.
|
|
19. 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.
|
|
20. 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.
|
|
21. MML Insurance Agency of Mississippi,
P.C., a Mississippi corporation that operates as an insurance
broker and is controlled by MML Insurance Agency,
Inc.
|
|
22. 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.
|
|
23. 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.
|
|
24. 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, 46.41% of the shares of which are
owned by MassMutual Holding MSC, Inc.
|
|
26. MassMutual Corporate Value Partners
Limited, a Cayman Islands corporation that operates as a high
yield bond fund. MassMutual Corporate Value Limited holds
approximately 88.3% ownership interest
in this company and MassMutual holds approximately 4.6%
ownership interest in this company. David L. Babson &
Company Inc. acts as sub-adviser for this fund.
|
|
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 Capital Corporation.
|
|
30. Charter Oak Capital Management, Inc., a
Delaware corporation that operates as a manager of
institutional investment portfolios. David L. Babson &
Company, Inc. owns 80% of the capital stock of Charter Oak
Capital Management Inc.
|
|
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) a Delaware corporation which operates as a
holding company for David L. Babson & Company Inc.
MassMutual Holding Trust I owns 98% of the outstanding capital
stock of DLB.
|
|
33. Oppenheimer Acquisition Corporation
(OAC) a Delaware corporation which operates as a
holding company for the Oppenheimer companies. MassMutual
Holding Trust I owns 91.91% of the capital stock of
OAC.
|
|
34. David L. Babson & Company Inc., 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 & Company Inc.
|
|
36. Babson-Stewart-Ivory International, a
Massachusetts general partnership, which operates as an
investment adviser. David L. Babson & Company Inc. holds a
50% ownership interest in the partnership.
|
|
37. Potomac Babson Incorporated, a
Massachusetts corporation which formerly operated as an
investment adviser. David L. Babson & Company Inc. owns
99% 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.
|
|
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.
|
|
41. OppenheimerFunds Distributor, Inc., a New
York corporation which operates as a securities broker dealer,
all the stock of which is owned by OppenheimerFunds,
Inc.
|
|
42. Oppenheimer Partnership Holdings, Inc., a
Delaware corporation which operates as a holding company, all
the stock of which is owned by OppenheimerFunds,
Inc.
|
|
43. 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.
|
|
44. 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.
|
|
45.
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.
|
|
46. Centennial Capital Corporation, a
Delaware corporation that sponsored a unit investment trust,
all the stock of which is owned by Centennial Asset Management
Corporation.
|
|
47. Cornerstone Office Management, LLC, a
Delaware limited liability company which serves as the general
partner of Cornerstone Suburban Office Investors, LP that is
50% owned by Cornerstone Real Estate Advisers, Inc. and 50%
owned by MML Realty Management Corporation.
|
|
48.
Cornerstone Suburban Office Investors, LP, a Delaware limited
partnership, which operates as a real estate operating
company. Cornerstone Office Management, LLC holds a 1% general
partnership interest in this fund and MassMutual holds a 99%
limited partnership interest.
|
|
49. CM Advantage, Inc., a Connecticut
corporation that serves as a general partner in real estate
limited partnerships, all the stock of which is owned by
MassMutual Holding Trust II. This subsidiary is largely
inactive and will be dissolved in the near future.
|
|
50. CM International, Inc., a Delaware
corporation which is the issuer of collateralized mortgage
obligation securities, all the stock of which is owned by
MassMutual Holding Trust II.
|
|
51. CM Property Management, Inc., a
Connecticut corporation which serves as the General Partner of
Westheimer 335 Suites Limited Partnership, all the stock of
which is owned by MassMutual Holding Trust II.
|
|
52. HYP Management, Inc., a Delaware
corporation which operates as the 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.
|
|
53. 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.
|
|
54. MassMutual High Yield Partners II LLC, a
Delaware limited liability company that operates as a high
yield bond fund. MassMutual holds approximately 2.49% of its
shares, MMHC Investment Inc. holds approximately 34.11%, and
HYP Management, Inc. holds approximately 6.82%, for an
approximate total ownership interest in this Company of
43.42%.
|
|
55. 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.
|
|
56. 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. 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.
|
|
58. 505 Waterford Park Limited Partnership, a
Delaware limited partnership which holds title to an office
building in Minneapolis, Minnesota. MML Realty Management
Corporation holds a 1% general partnership interest in this
partnership and MassMutual holds a 99% limited partnership
interest.
|
|
59. 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.
|
|
60. 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 77.8% and MassMutual High Yield
Partners LLC, holds 14.4% of the ownership interest in this
company.
|
|
61. 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.
|
|
62. Westheimer 335 Suites Limited
Partnership, a Texas limited partnership of which MassMutual
Benefits Management is the general partner.
|
|
63. 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.
|
|
64. 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.
|
|
65. 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.
|
|
66. 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.
|
|
67. 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.
|
|
68. 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.
|
|
69. 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.
|
|
70. 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.
|
|
71. 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.
|
|
72. 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.
|
|
73. 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.
|
|
74. The DLB Fund Group, a Massachusetts
business trust which operates as an open-end investment
company advised by David L. Babson & Company Inc.
MassMutual owns at least 25% of each series of shares issued
by the DLB Fund Group, other than the DLB Stewart Ivory
International Fund and the DLB High Yield Fund.
|
|
75. Saar Holdings CDO, Limited, a Cayman
Islands corporation that operates as a collateralized debt
obligation fund investing in high yield debt securities of
primarily U.S. issuers including, to a limited extent,
convertible high yield bonds. MMHC Investment Inc. holds 40%
of the mandatorily redeemable preferred shares of this issuer.
Such preferred shares are treated as equity for tax purposes.
MassMutual is the collateral manager of Saar Holdings CDO,
Limited. Babson acts as sub-adviser.
|
|
76.
Enhanced Mortgage-Backed Securities Fund Limited is a
special purpose company incorporated with limited liability in
the Cayman Islands, investing primarily in mortgage backed
securities. Babson is the Investment Manager. MassMutual holds
all of the Class B notes and has covenanted to hold at least
25% of the aggregate principal amount of the Class C
Certificates directly or through a wholly owned
affiliate.
|
|
77. Perseus CDO I, Limited is a Cayman Island
Corporation that operates as a collateralized debt obligation
fund investing in a diversified portfolio of assets including
high yield bonds, senior secured loans, a limited amount of
equity securities and certain other assets. MMHC Investment,
Inc. holds 33.4% of the Class D subordinated notes issued by
Perseus CDO I Limited. Such notes are treated as equity for
tax purposes. MassMutual is the portfolio manager and Perseus
Advisors, L.L.C. is the portfolio advisor of Perseus CDO I,
Limited. Babson acts as sub-adviser.
|
|
78. MassMutual Global CBO I Limited is a
Cayman Island Corporation that operates as a collateralized
bond obligation fund investing in emerging market securities
and high yield bonds. As of the closing date of this fund
(June 16, 1999), MassMutual and its indirect subsidiary, MMHC
Investment, Inc., hold in the aggregate approximately 25.17%
of the subordinated notes that are treated as equity for tax
purposes. MassMutual is the Collateral Manager of MassMutual
Global CBO I Limited. Babson acts as sub-adviser.
|
|
79. Antares Funding L.P. is a Cayman Islands
exempted limited partnership that invests primarily in high
yield bank loans and public high yield bonds. Antares Capital
Corporation, an indirect subsidiary of MassMutual, is the
collateral manager of Antares Funding L.P. MassMutual manages
the High Yield Collateral Debt Securities and Babson acts as
sub-adviser.
|
|
80. Maplewood (Cayman) Limited is an entity
organized under the laws of the Cayman Islands that invests
primarily in bank loans and high yield public debt. MassMutual
is investment adviser to this fund and Babson acts as
sub-adviser.
|
|
81. Simsbury CLOLimited is a Cayman Islands
corporation that operates as a collateralized bond obligations
fund that invests primarily in bank loans and high yield
bonds. MassMutual is investment adviser and Babson acts as
sub-adviser. MMHC owns 24.97% of the subordinated
notes.
|
|
82. MassMutual Asia Limited, a corporation
organized in Hong Kong which operates as a life insurance
company.
|
|
83. MassMutual Insurance Consultants Limited,
a corporation organized in Hong Kong which operates as a
general insurance agent.
|
|
84. MassMutual Trustees Limited, a
corporation organized in Hong Kong which operates as an
approved trustee for the mandatory provident funds. (Owned 60%
by MassMutual Asia Limited and 20% each by MassMutual Services
Limited and MassMutual Guardian Limited).
|
|
85. Protective Capital (International)
Limited, a corporation organized in Hong Kong which operates
as a mandatory provident funds intermediary.
|
|
86. MassMutual Services Limited, a
corporation organized in Hong Kong which provided
policyholders with estate planning services. This company is
now inactive.
|
|
87. MassMutual Guardian Limited, a
corporation organized in Hong Kong which provided
policyholders with estate planning services. This company is
now inactive.
|
|
88. Jefferson Pilot Financial Seguros de
Vida, S.A., an Argentine corporation which operates as a life
insurance company. (MassLife Seguros de Vida, S.A.99%,
MassMutual International, Inc.1%).
|
|
89. Jefferson Pilot Omega Seguros de Vida,
S.A., a Uruguay corporation which operates as a life insurance
company (100% owned by Jefferson Pilot Financial Seguros de
Vida, S.A.).
|
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 MML Series Investment Fund are
owned by MassMutual and certain of its affiliates. MassMutual
acts as adviser for MML Series and Babson acts as sub-adviser
to certain series.
|
|
2.
MassMutual Corporate Investors (CI), a
Massachusetts business trust which operates as a closed-end
investment company. Babson is the investment adviser to
CI.
|
|
3.
MassMutual Corporate Value Partners Limited, a
Cayman Islands corporation that operates as a high-yield bond
fund. MassMutual Corporate Value Limited holds an ownership
interest in this company of approximately 88.3%. MassMutual
holds approximately 4.6% ownership interest in this company.
Babson acts as sub-adviser.
|
|
4.
MassMutual High Yield Partners II LLC, a Delaware
limited liability company that operates as a high yield bond
fund. MassMutual holds approximately 2.49%, MMHC Investment
Inc. holds approximately 34.11%, and HYP Management, Inc.
holds approximately 6.82% for an approximate total of 43.42%
of the ownership interest in this company.
|
|
5.
MassMutual Institutional Funds, a Massachusetts
business trust which operates as an open-end investment
company. MassMutual acts as adviser for each series, and
Babson acts as sub-adviser to certain series.
|
|
6.
MassMutual Participation Investors
(PI), a Massachusetts business trust which
operates as a closed end investment company. Babson acts as
the investment adviser to PI.
|
|
7.
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.
|
|
8.
Somers CDO, Limited, a Cayman Islands corporation
that operates as a fund investing in high yield debt
securities of primarily U.S. issuers. MMHC Investment Inc.
holds 37.04% of the subordinated notes of this issue which are
treated as equity for tax purposes. MassMutual is the
collateral manager of Somers CDO, Limited. Babson acts as
sub-adviser.
|
|
9.
Enhanced Mortgage-Backed Securities Fund Limited
is a special purpose company incorporated with limited
liability in the Cayman Islands, investing primarily in
mortgage backed securities. Babson is the investment manager.
MassMutual holds all of the Class B notes and has covenanted
to hold at least 25% of the aggregate principal amount of the
Class C Certificates directly or through a wholly owned
affiliate.
|
|
10. Saar Holdings CDO, Limited, a Cayman
Islands corporation that operates as a collateralized debt
obligation fund investing in high yield debt securities of
primarily U.S. issuers including, to a limited extent,
convertible high yield bonds. MMHC Investment Inc. holds 40%
of the mandatorily redeemable preferred shares of this issuer.
Such preferred shares are treated as equity for tax purposes.
MassMutual is the collateral manager of Saar Holdings CDO,
Limited. Babson acts as sub-adviser.
|
|
11. Perseus CDO I, Limited is a Cayman Island
Corporation that operates as a collateralized debt obligation
fund investing in a diversified portfolio of assets including
high yield bonds, senior secured loans, a limited amount of
equity securities and certain other assets. MMHC Investment,
Inc. holds 33.4% of the Class D subordinated notes issued by
Perseus CDO I Limited. Such notes are treated as equity for
tax purposes. MassMutual is the portfolio manager and Perseus
Advisors, L.L.C. is the portfolio advisor of Perseus CDO I,
Limited. Babson is the sub-adviser.
|
|
12. MassMutual Global CDO I Limited is a
Cayman Island Corporation that operates as a collateralized
bond obligation fund investing in emerging market securities
and high yield bonds. As of the closing date of this fund
(June 16, 1999), MassMutual and its indirect subsidiary, MMHC
Investment, Inc. hold in the aggregate approximately 39.7% of
the subordinated notes that are treated as equity for tax
purposes. MassMutual is the Collateral Manager of MassMutual
Global CDO I Limited. Babson acts as sub-adviser.
|
|
13. Antares Funding L.P. is a Cayman Islands
exempted limited partnership that invests primarily in high
yield bank loans and public high yield bonds. Antares Capital
Corporation, an indirect subsidiary of MassMutual, is the
collateral manager of Antares Funding L.P. Antares Capital
Corporation manages the selection, acquisition and disposition
of the Loan Collateral Debt Securities. MassMutual manages the
High Yield Collateral Debt Securities and Babson acts as
sub-adviser.
|
|
14. Maplewood (Cayman) Limited is an entity
organized under the laws of the Cayman Islands that invests
primarily in bank loans and high yield public debt. MassMutual
is investment adviser to this fund and Babson acts as
sub-adviser.
|
|
15. Simsbury CLO Limited is a Cayman Islands
corporation that operates as a collateralized bond obligations
fund that invests primarily in bank loans and high yield
bonds. MassMutual is investment adviser and Babson acts as
sub-adviser.
|
Item
25:
Indemnification
Article
VIII of Registrants Agreement and Declaration of Trust
provides for the indemnification of Registrants 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.
MassMutuals directors and officers
liability insurance program, which covers Registrants
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.
MassMutuals present insurance coverage has an
overall limit of $100 million annually ($15 million of which is
underwritten by Lloyds, $10 million of which is underwritten by
National Union, $25 million of which is with CNA, $25 million of
which is underwritten by Federal Insurance Co.
(Chubb), and $25 million of which is underwritten by
Lloyds. There is a deductible of $350,000 per claim under the
corporate coverage. There is no deductible for individual
trustees or officers.
Insofar
as indemnification for liabilities arising under the Securities
Act of 1933 (the 1933 Act) may be permitted to
trustees, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a Trustee, officer or
controlling person of Registrant in the successful defense of
any action, suit or proceeding) is asserted by such Trustee,
officer or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
Item
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. MassMutuals 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. MassMutuals principal lines of business are
(i) the Individual Products business and Annuities business,
which provide 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
International.
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
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 (since 1994): Drexel Industries, LLC,
Connecticut Health and Education Facilities Authority, and
Transparency International; Trustee, Villanova
University.
GENE
CHAO, Director, Chairman, Auditing Committee and Member,
Dividend Policy Committee
Retired;
Chairman, President and Chief Executive Officer (1991-February
2000), Computer Projections, Inc. (presentation graphics
services and equipment), 733 S.W. Vista Avenue, Portland,
Oregon; Director (since 1996), Monowave Corporation, 5615 64th
Ave., N.E., Seattle, Washington; Chairman and Chief Executive
Officer (since 1997), National Captioning Institute, 1900
Gallows Road Suite 3000, Vienna, Virginia.
PATRICIA
DIAZ DENNIS, Director and Member, Auditing and Human
Resources Committees
Senior
Vice PresidentRegulatory & Public Affairs (since
1998), Senior Vice President and Assistant General
CounselRegulation & Public Policy (1995-1998), SBC
Communications Inc. (telecommunications), 175 East Houston, San
Antonio, Texas; Director, (1997-1999) Citadel Communications
Corp.; Trustee (since 1991), Tomas Rivera Policy Institute, and
(since 1993) Radio and Television News Directors Foundation;
Director
(1993-1999): National Public Radio, (1991-1998) Reading Is
Fundamental, and (since 1989) Foundation for Womens
Resources; Trustee (1995-1997), Federal Communications Bar
Association Foundation; Director (since 1998), Bexar County
Womens Bar Association; Director (since 1999), Catholic
Television of San Antonio; Director (since 1999), Mexican
American Legal Defense and Educational Foundation; Director
(since 1999), Universidad Autonoma de Mexico (UNAM) Foundation;
Director (1999) The Greater San Antonio Chamber of Commerce;
Director (1997-2000) Hispanic Scholarship Fund; Director
(1997-1999), Susan G. Komen Breast Cancer Foundation (San
Antonio Chapter); National Secretary (since 1999) Girl Scouts of
America; Corporate Board of Advisors (since 1996), National
Council of La Raza; and Regent (since 1999), Texas State
University System.
ANTHONY
DOWNS, Director and Member, Auditing and Investment
Committees
Senior
Fellow (since 1977), 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
(since 1971): The Pittway Corporation (business publications,
security products manufacturing and packaging), 200 South Wacker
Drive, Suite 700, Chicago, Illinois; (since 1991) National
Housing Partnerships Foundation (nonprofit organization to own
and manage rental housing), 1225 Eye Street, N.W., Washington,
D.C.; (since 1992) Bedford Property Investors, Inc. (real estate
investment trust), 3658 Mt. Diablo Boulevard, Lafayette,
California; (since 1992) General Growth Properties, Inc. (real
estate investment trust), 215 Keo Way, Des Moines, Iowa; (since
1986) NAACP Legal and Educational Defense Fund, Inc. (civil
rights organization), 99 Hudson Street, New York, New York;
Trustee (since 1977): Urban Institute (public policy research
organization), 2100 M Street, N.W., Washington, D.C. and (since
1979) 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 (1998-August 1999), President and Chief Operating
Officer (since 1996-1998), Ocean Energy, Inc. (formerly United
Meridian Corporation) (oil exploration), 1201 Louisiana Suite
1400, Houston, Texas; Member, Board of Trustees (since 1998),
Culver Educational Foundation, 130 Academy Road, Culver, IN;
Member, Council of Overseers (since 1987), Jesse H. Jones
Graduate School of Administration, Rice University, MS 531, 6100
Main Street, Houston, TX; and Member, Board of Trustees (since
1991), Nantucket Conservation Foundation, Inc., P.O. Box 13, 118
Cliff Road, Nantucket, MA.
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 (since 1990),
The Dexter Corporation (producer of specialty chemicals and
papers), One Elm Street, Windsor Locks, Connecticut; Corporator
(since 1991), The Bushnel Memorial, Hartford, Connecticut;
Trustee Emeriti (1991-1999), Colby College, Mayflower Hill
Drive, Waterville, Maine; Director (1986-1999) Greater Hartford
Chapter of American Red Cross; Director (since 1999), IKON
Office Solutions; and Trustee, Chair of the Development
Committee (since 1997), Kingswood-Oxford School.
CHARLES
K. GIFFORD, Director and Member, Investment and Board Affairs
Committees
President, COO and Director (since 1999), Fleet Boston
Financial Corp.; Chairman and Chief Executive Officer
(1996-1999), BankBoston, N.A., 100 Federal Street, Boston, MA;
Chairman and Chief Executive Officer (since 1998), BankBoston
Corporation (bank holding company), 100 Federal Street, Boston,
MA; President and
Director, Fleet National Bank, Bank Boston, N.A.; Director (since
1990), Member, Executive Committee and Chairman, Board Affairs
and Nominating Committee, DSTAR (public utility electric
company, formerly Boston Edison Co.), 800 Boylston Street,
Boston, MA.
WILLIAM
N. GRIGGS, Director and Member, Human Resources and
Investment Committees
Managing
Director (since 1983), Griggs & Santow Inc. (financial
consultants), 75 Wall Street-20th Floor, 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
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 (since
1975), Chairman of Retirement Benefits Committee and Pension
Fund Investment ReviewUSA 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 (since 1979),
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 Emeritus
(2000) and Director and Member, Compensation Committee
(1987-1999), Raytheon Company (electronics manufacturer), 141
Spring Street, Lexington, Massachusetts; Director (since 1988)
and Member, Executive Committee (since 1992) and Chairman
(1994-1998), Human Resources Committee, Member (since 1988),
Chairman (since 1995) Independent Directors Committee, and
Member (since 1994) Audit Committee, IKON Office Solutions
(diversified office products and technology solutions,
outsourcing, etc.), 825 Duportail Road, Valley Forge,
Pennsylvania and Trustee Emerita, Wellesley College.
SHELDON
B. LUBAR, Director and Member, Human Resources and Investment
Committees
Chairman
(since 1977), Lubar & Co. Incorporated (investment
management and venture capital company); Chairman and Director
(1986-1999), The Christiana Companies, Inc. (real estate
development); Director (since 1983), SLX Energy, Inc. (oil and
gas exploration); Member, Advisory Committee (since 1984),
Venture Capital Fund, L.P., Director (since 1999), C2, Inc.
(principal offices, 700 North Water Street, Milwaukee,
Wisconsin) Director (since 1986), Firstar Corporation (bank
holding company), 777 East Wisconsin Avenue, Suite 1200,
Milwaukee, Wisconsin; Director (1982-1997): Grey Wolf Drilling
Co. (contract oil and gas drilling), 2000 Post Oak Boulevard,
Houston, Texas; Director (since 1971): Marshall Erdman and
Associates, Inc. (design, engineering, and construction firm),
5117 University Avenue, Madison, Wisconsin; Director (since
1991), MGIC Investment Corporation (investment company), MGIC
Plaza, 111 E. Kilbourn Avenue, Milwaukee, Wisconsin; Director
(1993-1999), Ameritech, Inc. (regional holding company for
telephone companies), 30 South Wacker Drive, Chicago, Illinois;
Director (since 1995), Weatherford International, Inc. (formerly
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, (since 1984), 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 (since 1987),
Davies, Turner & Company; Director (1987-1996), Igloo
Corporation (portable coolers), 1001 W. Sam Houston Parkway
North, Houston, Texas; Director (1995-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford,
Connecticut. Director (since 1998), Meridian Automotive Systems,
Inc. (formerly American Bumper & Mfg. Co.) (manufacturer of
automotive/truck components); Director, Audit Committee (since
1999), Church & Dwight Co., Inc. (household product/personal
care and specialty chemical (Arm & Hammer)), Princeton, NJ;
Director and Chairman (since 1996), DVC, Inc. (bionutritional
supplement/animal and human feed), Wilmington, DE; and Director
(1998-1999), J.L. French Automotive Castings, Inc. (manufacturer
of automotive/truck components).
ROBERT J.
OCONNELL, Chairman, Member, Board Affairs Committee and
Dividend Policy Committee, Chairman Investment
Committee
Chairman
(2000) and Chairman of the Board of Directors, President, Chief
Executive Officer (since 1999) of MassMutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts
01111-0001; Director and Chairman (since 1999), C.M. Life
Insurance Company and MML Bay State Life Insurance Company
(wholly-owned insurance company subsidiaries of MassMutual),
Director (since 1999), Cornerstone Real Estate Advisers, Inc.
(wholly-owned real estate investment advisory subsidiary of
MassMutual Holding Trust I), One Financial Plaza, Suite 1700,
Hartford, Connecticut; Director, Chairman and Chief Executive
Officer (since 1999), DLB Acquisition Corporation (holding
company for investment advisers), President, Director and
Chairman (since 1999), MassMutual Holding MSC, Inc., Trustee and
Chairman (since 1999), MassMutual Holding Trust II (wholly-owned
holding company subsidiaries of MassMutual Holding Co.),
MassMutual Holding Trust I (wholly-owned holding company
subsidiary of MassMutual Holding Co.), Director (since 1999),
MassMutual International, Inc., (wholly-owned subsidiary of
MassMutual Holding Company to act as service provider for
international insurance companies, Director and Chairman (since
1999), MassMutual Holding Company (wholly-owned holding company
subsidiary of MassMutual), Director (since 1999), MassMutual
Benefits Management, Inc., Director (since 1996), Life Office
Management Association, Inc., 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 (1989-1991) of American
International Group, Inc.; Director (since 1999), MML Investors
Services, Inc., 1414 Main Street, Springfield, MA; Trustee
(since 1999), MML Series Investment Fund; Trustee (since 1999),
MassMutual Institutional Funds; Director (since 1999), American
Council of Life Insurance; Member (since 1995), American Council
of Life Insurance Committee on Financial Services Integration;
and Director (1995-1998), AIG Mexico Seguros
Interamericana.
THOMAS B.
WHEELER, Director, Member Investment and Board Affairs
Committees
Retired.
Chairman (1999), Chief Executive Officer (1988-1998), and
President (1987-1996) of MassMutual; Director (1996-1999),
MassMutual Holding Trust I (wholly-owned holding company
subsidiary of MassMutual Holding Company); Director and Chairman
(1996-1999), MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service
provider for international insurance companies); Chairman, Chief
Executive Officer and Director (1995-1999), DLB Acquisition
Corporation (holding company for investment advisers); Chairman
and Director (1990-1999), Oppenheimer Acquisition Corp. (holding
company for investment advisers), (principal offices, 1295 State
Street, Springfield, MA 01111-0001); Director (1989-1999),
BankBoston, N.A. and BankBoston Corporation (bank holding
company), 100 Federal Street, Boston, Massachusetts; Member,
Executive Committee (1988-1999), Massachusetts Capital Resources
Company, 545 Boylston Street, Boston, Massachusetts; Director
(since 1993), 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 (1991-1999), The Gillette Company
(manufacturer of personal care products), Prudential Tower
Building, Boston, Massachusetts; Director (since 1986): Polaroid
Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; Director (since
1991), BankBoston Corporation (bank holding company), 100
Federal Street, Boston, Massachusetts; and Director (since 1992)
Raytheon Corporation (electronics manufacturer), 141 Spring
Street, Lexington, Massachusetts; Trustee (1984-1997),
University Hospital of Boston, Boston, Massachusetts; Trustee
(since 1994), Marine Biology Laboratory and (since 1995) 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 (since 1993);
President, Chief Executive Officer and 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 I and MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of
MassMutual Holding Company); Director (1996-1999); MassMutual
International Inc. (wholly-owned subsidiary of MassMutual
Holding Company to act as service provider for international
insurance companies); Director (since 1996), 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 (since 1998), MassMutual
Benefits Management, Inc.; Director, MassMutual Holding Company
(wholly-owned holding company subsidiary of MassMutual)
(principal offices, 1295 State Street, Springfield,
Massachusetts 01111-0001); Chairman and Director (since 1996),
MML Investors Services, Inc. (wholly-owned broker-dealer
subsidiary of MassMutual Holding Company) 1414 Main Street,
Springfield; Massachusetts 01144-1013; 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 01111-0001); Director (since
1994), Cornerstone Real Estate Advisers, Inc. (wholly-owned real
estate investment adviser subsidiary of MassMutual Holding
Company), One Financial Plaza,
Suite
1700, Hartford, Connecticut; Chairman (1997-1999), Vice
President (1996-1997) and Director (since 1993), Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, P.O. Box
HM1826, Hamilton, Bermuda; Director (1993-1999), MassMutual of
Ireland, Ltd. (wholly-owned subsidiary of MassMutual that
formerly provided group insurance claim services), One Earlsfort
Centre, Hatch Street, Dublin, Ireland; Director (since 1995),
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary
of MassMutual Holding Company that distributes variable
insurance products in overseas markets) (principal offices, 41
Cedar Avenue, Hamilton, Bermuda).
ROBERT W.
CRISPIN, Executive Vice President
Executive
Vice President (since 1999), MassMutual; President and Chief
Executive Officer (since 2000), C.M. Life Insurance Company
(subsidiary of MassMutual); Executive Vice President
(1995-1999), UnumProvident Corporation, Portland, ME; Vice
Chairman (1991-1994), Travelers Corporation, Hartford, CT;
Executive Vice President (1986-1991), Lincoln National Corp.,
Fort Wayne, IN and Director of Travelers Corporation
(1991-1994), Hartford, CT.
JAMES E.
MILLER, Executive Vice President
Executive
Vice President (since 1997), MassMutual; Senior Vice President
(1996-1997), UniCare Life & Health Insurance Company,
Springfield, MA; Director (since 1998), CM Benefit Insurance
Company; Director (since 1998), C.M. Life Insurance Company,
Executive Vice President-Life Operations (since 1999), Senior
Vice President-Life Operations (1998-1999); Director of
MassMutual Benefits Management, Inc. (since 1998); Director of
MML Bay State Life Insurance Company (since 1998), Executive
Vice President-Life Operations (since 1999), Senior Vice
President-Life Operations (1998-1999); Director (1987-1996),
Benefit Panel Services, Los Angeles, CA (1987-1996); Director
(1998-2000), MassMutual Holding Company; Director (Class A)
(1987-1997), National Capital Preferred Provider Organization;
and President and Director of Sloans Lake Health Plan, Denver,
CO (1993-1997).
CHRISTINE
M. MODIE, Executive Vice President and Chief Information
Officer
Executive
Vice President (since 1999), MassMutual; Senior Vice President
and Chief Information Officer (1996-1999), Travelers Insurance,
Hartford, CT; Vice President (1993-1996), Aetna Life &
Annuity, Hartford CT and Chief Information Officer (1992-1993),
Battery March Financial, Boston, MA.
JOHN V.
MURPHY, Executive Vice President
Executive
Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, MA; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson & Company
Inc. (wholly-owned investment advisory subsidiary of DLB
Acquisition Corporation); Senior Vice President and Director
(1995-1997), (investment advisory subsidiary of David L. Babson
& Company Inc.), New York, NY; Director (1995-1999) and
Senior Vice President (1995-1997), DLB Acquisition Corporation
(holding company for investment advisers); Director (1997-1999),
Oppenheimer Acquisition Corporation (parent of OppenheimerFunds,
Inc., an investment management company); Director (since
November 1999), President (1999) and Trustee (1997-1999),
MassMutual Institutional Funds (open-end investment company)
(principal offices, 1295 State Street, Springfield, MA);
Director (1989-1998), Emerald Isle Bancorp and Hibernia Savings
Bank (wholly-owned subsidiary of Emerald Isle Bancorp), 730
Hancock Street, Quincy, MA; Director (since 1999), C.M. Life
Insurance Company; Director, President and Chief Executive
Officer (since 1999), MML Bay State Life Insurance Company;
Director and President (since 1999), MML Series Investment Fund;
Director (2000), The MassMutual Trust Company FSB; and Trustee
(1999), MassMutual Holding Trust I.
STUART H.
REESE, Chief Investment Officer and Executive Vice
President
Chief
Investment Officer and Executive Vice President (since 1999),
MassMutual; Chairman, President and Trustee (since 1999), MML
Series Investment Fund and MassMutual Institutional Fund
(open-end investment companies); President (since 1995),
MassMutual Corporate Investors and MassMutual Participation
Investors
(closed-end investment companies); Director (since 1993),
MML Pension Insurance Company, MML Bay State, Executive Vice
President-Investments (since 1999), Director (since 1994),
Senior Vice President-Investments (1996-1999), MML Bay State
Life Insurance Company (wholly owned insurance company
subsidiary of MassMutual), MassMutual Corporate Value Partners
(since 1994), (high yield bond fund); Advisory Board Member,
Kirtland Capital Partners (since 1995); Director (since1996),
MassMutual High Yield Partners (high yield bond fund); Executive
Vice President (since 1999) Director (1996-1999), Senior Vice
President-Investments (1996-1999) CM Assurance Company, CM
Benefit Insurance Company and CM Life Insurance Company
(wholly-owned insurance company subsidiaries of MassMutual);
Director (since 1996), CM International, Inc. (issuer of
collateralized mortgage obligation securities); Director (since
1996) and Chairman (since 1999), Antares Capital Corporation
(finance company); Committee Chairman (since 1999), Antares:
Compensation Committee, Member (since 1999), Audit Committee and
Member (April-August 1999), Investment Committee; Director
(since 1996), Charter Oak Capital Management, Inc. (manager of
institutional investment portfolio), and State House I
Corporation; Director (since 1999), Cornerstone Real Estate
Advisers, Inc.; President (since 1996), HYP Management, Inc.;
Director (since 1999) MassMutual Holding MSC, Inc. and
MassMutual Holding Trust I; President, MMHC Investment, Inc.;
Director, Merrill Lynch Derivative Products (since
1999).
b. The Investment
Sub-Advisers
DAVID
L. BABSON & COMPANY INC.
The
directors and executive officers of David L. Babson &
Company Inc. (Babson), their positions and their
other business affiliations and business experience for the past
two years are as follows:
Directors and Executive Officers
STUART H.
REESE, Director, President and Chief Executive
Officer
Director
(since 2000), President and Chief Executive Officer (since
1999), Babson; Executive Vice President and Chief Investment
Officer (since 1999), Chief Executive Director (1997-1999),
Executive Director (1996-1997), Senior Vice President
(1993-1996), MassMutual (insurance company and investment
adviser), 1295 State Street, Springfield, Massachusetts
01111.
KEVIN M.
MCCLINTOCK, Director, Executive Vice
President
Director
(since 2000), Executive Vice President (since 1999), Babson;
Managing Director, Babson-Stewart Ivory International
(registered investment adviser, of which the Manager is a 50%
general partner), One Memorial Drive, Cambridge, Massachusetts
(since 1999); Director (since 1999), the DLB Fund Group, One
Memorial Drive, Cambridge, Massachusetts (open-end investment
company); Director of Equities and Fixed Income (1995-1999), the
Dreyfus Corporation (investment manager), New York, New
York.
FRANK L.
TARANTINO, Director, Executive Vice President, Chief
Financial Officer and Chief Compliance Officer
Director,
Executive Vice President, Chief Financial Officer and Chief
Compliance Officer (since 1999) and Clerk and Chief Operating
Officer (since 1997), Babson; President (since 1999), Vice
President (1988-1999) and Clerk (1997-1998), The DLB Fund Group,
One Memorial Drive, Cambridge, Massachusetts (open-end
investment company); Director (since 1998), President (since
1999), Clerk (since 1997), Potomac Babson Inc. (inactive
investment advisory subsidiary), 1290 Avenue of the Americas,
New York, New York; Director, President, Treasurer and Clerk,
Babson Securities Corp, One Memorial Drive, Cambridge,
Massachusetts (broker-dealer subsidiary of Babson); President
(1993-1997) Liberty Securities Corporation (broker-dealer), 600
Atlantic Avenue, Boston, Massachusetts.
ROBERT
LIGUORI, Director
Director
(since 2000), Babson; Senior Vice president and Deputy General
Counsel (since 1999), MassMutual Life Insurance Company, 1295
State Street, Springfield, Massachusetts; Senior Vice President
and
General Counsel (1997-1999), Vice President and General Counsel
(1996-1997), Vice President and Counsel (1992-1996), American
International Group, Inc., AIG Life Companies, 600 King Street,
Wilmington, DE;
MARY
WILSON-KIBBE, Executive Director and Executive Vice
President
Executive
Director and Executive Vice President (since 1999), Babson; Vice
President (since 1999), The DLB Fund Group, One Memorial Drive,
Cambridge, Massachusetts (open-end investment company);
Executive Director (1997-1999), Senior Managing Director
(1997-1999), Vice President and Managing Director (1991-1994),
MassMutual (insurance company and investment adviser), 1295
State Street, Springfield, Massachusetts 01111.
LANCE F.
JAMES, Executive Vice President
Executive
Vice President (since 1999), Director (1999-2000), Senior Vice
President (1996-1999), Portfolio Manager (since 1987), Babson;
Vice President (since 1999), The DLB Fund Group, One Memorial
Drive, Cambridge, Massachusetts (open-end investment
company).
STEPHEN
B. OBRIEN, Executive Vice President
Executive
Vice President (since 1999), Director (1999-2000), Senior Vice
President (1996-1999), Babson; Managing Director (since 1998),
Babson-Stewart Ivory International (registered investment
adviser, of which the Manager is a 50% general partner), One
Memorial Drive, Cambridge, Massachusetts.
KENNETH
L. HARGREAVES, Executive Director
Executive
Director (since 2000), Babson; Executive Director (1997-1999),
Senior Vice President (1991-1997), MassMutual.
ROBERT E.
JOYAL, Director and Executive Director
Director
and Executive Director (since 2000), Babson; Executive Director
(1997-1999), Senior Managing Director (1996-1998), Vice
President and Managing Director (1990-1996), MassMutual;
President (since 1999), Senior Vice President (1989-1999),
MassMutual Corporate Investors and MassMutual Participation
Investors; Director, (since 1996), MassMutual High Yield
Partners.
EFREM
MARDER, Executive Director
Executive
Director (since 2000), Babson; Executive Director (1998-1999),
Senior Managing Director (1996-1998), Vice President and Manager
Director (1989-1996), MassMutual.
JEANNE M.
STAMANT, Executive Director
Executive
Director (since 2000), Babson; Executive Director (1996-1999),
Vice President, Actuary and Executive Officer (1995-1996), Vice
President and Actuary (1987-1994), MassMutual.
STEPHEN
L. KUHN, General Counsel and Clerk
General
Counsel and Clerk (since 2000), Babson; Vice President and
Deputy General Counsel (since 1998), Vice President and
Associate General Counsel (1992-1998), MassMutual; Vice
President and Secretary, MassMutual Participation Investors and
MassMutual Corporate Investors (closed end investment
companies); 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,
Oppenheimer Acquisition Corporation (holding company for
investment advisers); Vice President and Secretary, MassMutual
Institutional Funds (open end investment company); Vice
President and Secretary, (1988-1999), MML Series.
OPPENHEIMERFUNDS, INC.
OppenheimerFunds, Inc. is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in
the same capacity to other investment companies, (b) There is
set forth below information as to any other business,
profession, vocation or employment of a substantial nature in
which each officer and director of OppenheimerFunds, Inc. is, or
at any time during the past two fiscal years has been, engaged
for his/her own account or in the capacity of director, officer,
employee, partner or trustee.
CHARLES
E. ALBERS
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds (since April 1998); a Chartered Financial
Analyst; formerly, a Vice President and portfolio manager for
Guardian Investor Services, the investment management subsidiary
of The Guardian Life Insurance Company (since 1972).
PETER M.
ANTOS
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds; a Chartered Financial Analyst; Senior Vice
President of HarbourView Asset Management Corporation; prior to
March 1996 he was the senior equity portfolio manager for the
Panorama Series Fund, Inc. (the Company) and other
mutual funds and pension funds managed by G.R. Phelps & Co.
Inc. (G.R. Phelps), the Companys former
investment adviser, which was a subsidiary of Connecticut Mutual
Life Insurance Company; he also was responsible for managing the
common stock department and common stock investments of
Connecticut Mutual Life Insurance Co.
VICTOR
BABIN
Senior
Vice President, OppenheimerFunds, Inc.
BRUCE
BARTLETT
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds. Formerly, a Vice President and Senior
Portfolio Manager at First of America Investment Corp. George
Batejan, Executive Vice President, Chief Information Officer
Formerly Senior Vice President, Group Executive, and Senior
Systems Officer for American International Group (October
1994 May 1998).
RICHARD
BAYHA
Senior
Vice President, OppenheimerFunds, Inc.
MICHAEL
CARBUTO
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds: Vice President of Centennial Asset Management
Corporation.
O.
LEONARD DARLING
Executive
Vice President and Chief Investment Officer. Chief Investment
Officer (since 6/99); Chief Executive Officer and Senior Manager
of HarbourView Asset Management Corporation; Trustee
(1993 present) of Awhtolia
College Greece; formerly Chief Executive
Officer (1993 June 1999).
ROBERT A.
DENSEN
Senior
Vice President, OppenheimerFunds, Inc.
CRAIG P.
DINSELL
Executive
Vice President. Formerly, Senior Vice President of Human
Resources for Fidelity Investments-Retail Division (January
1995 January 1996), Fidelity Investments FMR
Co. (January 1996 June 1997) and Fidelity
Investments FTPG (June 1997 January
1998).
JOHN DONEY
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds.
ANDREW J.
DONOHUE
Executive
Vice President, General Counsel and Director Executive Vice
President (since September 1993), and a director (since January
1992) of the Distributor; Executive Vice President, General
Counsel and a director of HarbourView Asset Management
Corporation Shareholder Services, Inc., Shareholder Financial
Services, Inc. and Oppenheimer Partnership Holdings, Inc. since
(September 1995); President and a director of Centennial Asset
Management Corporation (since September 1995); President and a
director of Oppenheimer Real Asset Management, Inc (since July
1996); General Counsel (since May 1996) and Secretary (since
April 1997) of Oppenheimer Acquisition Corp.; Vice President and
Director of OppenheimerFunds International, Ltd. and Oppenheimer
Millennium Funds plc (since October 1997); an officer of other
Oppenheimer funds.
GEORGE
EVANS
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds.
LESLIE A.
FALCONIO
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds (since 6/99).
KATHERINE
P. FELD
Vice
President and Secretary, OppenheimerFunds, Inc.; Vice President
and Secretary of the Distributor; Secretary of HarbourView Asset
Management Corporation, and Centennial Asset Management
Corporation; Secretary, Vice President and Director of
Centennial Capital Corporation; Vice President and Secretary of
Oppenheimer Real Asset Management, Inc.
RONALD H.
FIELDING
Senior
Vice President; Chairman: Rochester Division. An officer,
Director and/or portfolio manager of certain Oppenheimer funds;
Presently he holds the following other positions: Director
(since 1995) of ICI Mutual Insurance Company; Governor (since
1994) of St. Johns College; Director (since
1994 present) of International Museum of
Photography at George Eastman House. Formerly, he held the
following positions: formerly, Chairman of the Board and
Director of Rochester Fund Distributors, Inc. (RFD);
President and Director of Fielding Management Company, Inc.
(FMC); President and Director of Rochester Capital
Advisors, Inc. (RCAI); Managing Partner of Rochester
Capital Advisors, L.P., President and Director of Rochester Fund
Services, Inc. (RFS); President and Director of
Rochester Tax Managed Fund, Inc.; Director
(1993 1997) of VehiCare Corp.; Director
(1993 1996) of VoiceMode.
JEREMY
GRIFFITHS
Executive
Vice President, Chief Financial Officer and Chief Financial
Officer and Treasurer (since March Director 1998) of Oppenheimer
Acquisition Corp.; a Member and Fellow of the Institute of
Chartered Accountants; formerly, an accountant for Arthur Young
(London, U.K.).
ROBERT
GRILL
Senior
Vice President. Formerly, Marketing Vice President for Bankers
Trust Company (1993 1996); Steering Committee
Member, Subcommittee Chairman for American Savings Education
Council (1995 1996).
BARBARA
HENNIGAR
Chairman
of OppenheimerFunds. Formerly Executive Vice President and
Services, a Division of OFI Chief Executive Officer of
OppenheimerFunds Services, a division of the
Manager.
THOMAS W. KEFFER
Senior
Vice President, OppenheimerFunds, Inc.
JOHN
KOWALIK
Senior
Vice President. An officer and/or portfolio manager for certain
OppenheimerFunds; formerly, Managing Director and Senior
Portfolio Manager at Prudential Global Advisors
(1989 1998).
BRIDGET
MACASKILL
President, Chief Executive Officer and Director Chief
Executive Officer (since September 1995); President and director
(since June 1991) of HarbourView Asset Management Corporation;
and a director of Shareholder Services, Inc. (since August
1994), and Shareholder Financial Services, Inc. (September
1995); President (since September 1995) and a director (since
October 1990) of Oppenheimer Acquisition Corp.; President (since
September 1995) and a director (since November 1989) of
Oppenheimer Partnership Holdings, Inc., a holding company
subsidiary of OppenheimerFunds, Inc.; a director of Oppenheimer
Real Asset Management, Inc. (since July 1996); President and a
director (since October 1997) of OppenheimerFunds International
Ltd., an offshore fund manager subsidiary of OppenheimerFunds,
Inc. and Oppenheimer Millennium Funds plc (since October 1997);
President and a director of other Oppenheimer funds; a director
of Hillsdown Holdings plc (a U.K. food company); formerly, an
Executive Vice President of OFI.
LORETTA
MCCARTHY
Executive
Vice President, OppenheimerFunds, Inc.
ANDREW J.
MIKA
Senior
Vice President. Formerly a Second Vice President for Guardian
Investments (June 1990-October 1999).
DAVID
NEGRI
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds.
GINA
PALMIERI
Vice
President An officer and/or portfolio manager of certain
Oppenheimer funds.
ROBERT E.
PATTERSON
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds.
JANE
PUTNAM
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds.
RUSSELL
READ
Senior
Vice President. Vice President of Oppenheimer Real Asset
Management, Inc. (since March 1995).
THOMAS
REEDY
Vice
President. An officer and/or portolio manager of certain
Oppenheimer funds; formerly, a Securities Analyst for the
Manager.
MICHAEL
S. ROSEN
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds.
RICHARD
H. RUBINSTEIN
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds.
JAMES RUFF
Executive
Vice President & Director of OppenheimerFunds,
Inc.
ANDREW
RUOTOLO
Executive
Vice President of Oppenheimer Funds Services, a division of OFI
Formerly Chief Operations Officer for American International
Group (1997-August 1999).
DAVID
SCHULTZ
Senior
Vice President and Chief Executive Officer Senior Managing
Director, President (since April 1999) and Chief Executive
Officer of HarbourView Asset Management Corporation (since June
1999).
CHRISTIAN
D. SMITH
Senior
Vice President Formerly Co-head of the Municipal Portfolio
Management Team, Portfolio Manager for Prudential Global Asset
Management (January 1990-September 1999).
ARTHUR
STEINMETZ
Senior
Vice President. An officer and/or
portfolio manager of certain Oppenheimer funds.
JOHN
STOMA
Senior
Vice President, OppenheimerFunds, Inc.
JAMES C.
SWAIN
Vice
Chairman of the Board Chairman, CEO and Trustee, Director or
Managing Partner of the Denver-based OppenheimerFunds; formerly,
President and Director of Centennial Asset Management
Corporation and Chairman of the Board of Shareholder Services,
Inc.
JAY
TRACEY
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds.
JERRY
WEBMAN
Senior
Vice President. Director of New York-based tax-exempt fixed
income Oppenheimer funds.
WILLIAM
L. WILBY
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of HarbourView Asset
Management Corporation.
DONNA
WINN
Senior
Vice President/Distribution Marketing. Senior Vice
President
BRIAN W.
WIXTED
Senior
Vice President and Treasurer. Formerly Principal and Chief
Operating Officer, Bankers Trust Company-Mutual Fund Services
Division (March 1995-March 1999); Vice President and Chief
Financial Officer of CS First Boston Investment Management Corp.
(September 1991-March 1995); and Vice President and Accounting
Manager, Merrill Lynch Asset Management (November 1987-September
1991).
CAROL
WOLF
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of Centennial Asset Management
Corporation; Vice President, Finance and Accounting; Point of
Contact: Finance Supporters of Children; Member of the Oncology
Advisory Board of the Childrens Hospital.
CALEB WONG
Vice
President. An officer and/or portfolio manager of certain
Oppenheimer funds (since 6/99).
ROBERT G.
ZACK
Senior
Vice President and Assistant Secretary, Associate General
Counsel, Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since
November 1989), OppenheimerFunds International Ltd. (since
1998), Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds.
ARTHUR J.
ZIMMER
Senior
Vice President. An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of Centennial Asset Management
Corporation.
The
Oppenheimer Funds include the New York-based Oppenheimer Funds,
the Denver-based Oppenheimer Funds and the Oppenheimer
Quest/Rochester Funds, asset forth below:
New
York-based OppenheimerFunds: Oppenheimer California Municipal
Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Capital
Preservation Fund, Oppenheimer Developing Markets Fund,
Oppenheimer Discovery Fund, Oppenheimer Enterprise Fund,
Oppenheimer Europe Fund, Oppenheimer Global Fund, Oppenheimer
Global Growth & Income Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer Growth Fund, Oppenheimer
International Growth Fund, Oppenheimer International Small
Company Fund, Oppenheimer Large Cap Growth Fund, Oppenheimer
Money Market Fund, Inc., Oppenheimer Multi-Sector Income Trust,
Oppenheimer Multi-State Municipal Trust, Oppenheimer Multiple
Strategies Fund, Oppenheimer Municipal Bond Fund, Oppenheimer
New York Municipal Fund, Oppenheimer Series Fund, Inc.,
Oppenheimer Trinity Core Fund, Oppenheimer Trinity Growth Fund,
Oppenheimer Trinity Value Fund, Oppenheimer U.S. Government
Trust, Oppenheimer World Bond Fund.
Quest/Rochester Funds: 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, Denver-based OppenheimerFunds: 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 Capital Income Fund, Oppenheimer High Yield
Fund, Oppenheimer Integrity Funds, Oppenheimer International
Bond Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer
Main Street Small Cap Fund, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Municipal Fund, Oppenheimer Real Asset Fund,
Oppenheimer Senior Floating Rate Fund, Oppenheimer Strategic
Income Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer
Variable Account Funds, Panorama Series Fund, Inc.
The
address of OppenheimerFunds, Inc., the New York-based
Oppenheimer/Funds, the Quest Funds, OppenheimerFunds
Distributor, Inc., HarbourView Asset Management Corp.,
Oppenheimer Partnership Holdings, Inc., and Oppenheimer
Acquisition Corp. is Two World Trade Center, New York, New York
10048-0203. The address of the Denver-based OppenheimerFunds,
Shareholder Financial Services, Inc., Shareholder Services,
Inc., OppenheimerFunds Services, Centennial Asset Management
Corporation, Centennial Capital Corp., and Oppenheimer Real
Asset Management, Inc. is 6803 South Tucson Way, Englewood,
Colorado 80112. The address of the Rochester-based funds is 350
Linden Oaks, Rochester, New York 14625-2807.
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 Fund, MFS Government Limited Maturity
Fund, MFS Series Trust I (which has twelve 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
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 eight series: MFS Bond
Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity
Fund, MFS Research Bond Fund, MFS Intermediate Investment Grade
Bond Fund, MFS Mid Cap Value Fund, MFS Large Cap Value Fund and
MFS High Quality Bond Fund), MFS Series Trust X (which has
eleven 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, MFS Emerging Markets Debt
Fund, MFS Income Fund, MFS European Equity Fund, MFS High Yield
Fund and MFS Concentrated Growth 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 18 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, MFS Municipal Income
Fund, MFS New York High Income Tax Free Fund and Massachusetts
High Income Tax Free 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 fifteen 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 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, Global 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 the aforementioned 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 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.
MFS
Heritage Trust Company (MFS Trust), a New
Hampshire-chartered limited-purpose trust company whose current
address is 650 Elm Street, Suite 404, Manchester, NH 03101,
provides directed trustee services to retirement
plans.
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, C. James Prieur and
William W. Stinson. 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, Mr. Dello Russo
and Mr. Parke are Executive Vice Presidents (Mr. Dello Russo is
also Chief Financial Officer and Chief Administrative Officer
and 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
Government Limited Maturity Fund
|
Jeffrey
L. Shames is Chairman and President, Stephen E. Cavan is the
Secretary, W. Thomas London a Senior Vice President of MFS, 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
Jeffrey
L. Shames is Chairman and President, Leslie J. Nanberg, Senior
Vice President and Chief Economist 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
|
Jeffrey
L. Shames is Chairman and President, 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 Series Trust
III
Jeffrey
L. Shames is Chairman and President, James T. Swanson, Robert J.
Manning and Joan S. Batchelder, Senior Vice Presidents of MFS,
(Mr. Manning is also Director of Fixed Income Research and Chief
of Fixed
Income Strategy and Ms. Batchelder is also Chief Fixed Income
Officer) 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.
Jeffrey
L. Shames is Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, 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
VII
Jeffrey
L. Shames is Chairman and President, 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 is Chairman and President, Leslie J. Nanberg, 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
Jeffrey
L. Shames is Chairman and President, 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
|
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
|
Jeffrey
L. Shames is Chairman and President, 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
|
Jeffrey
L. Shames is Chairman and President, 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.
Jeffrey L. Shames
is Chairman and President, 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/Sun
Life Series Trust
|
C. James
Prieur, President and Director of Sun Life Assurance Company of
Canada, is the 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.
|
Money
Market Variable Account
|
|
High
Yield Variable Account
|
|
Capital
Appreciation Variable Account
|
|
Government Securities Variable Account
|
|
Total
Return Variable Account
|
|
Global
Governments Variable Account
|
|
Managed
Sectors Variable Account
|
C. James
Prieur is the President, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr. is the Assistant Secretary.
MIL Funds
Jeffrey
L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott 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
Jeffrey
L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott 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 is the Chairman and President, Arnold D. Scott is a
Director, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John D. Laupheimer is a Senior Vice President, 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
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, Jr.,
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.
MFSIAustralia
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
HoldingsAustralia
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. is Chairman and a Director, 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, 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.
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 Trust
The
Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A.
Kosciuszek. Mr. Cavan is President, Mr. Dello Russo is
Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
In
addition, the following persons, Directors or officers of MFS,
have the affiliations indicated:
|
Donald A.
Stewart: Chairman, 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)
|
|
C. James Prieur: President and a
Director, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada (Mr.
Prieur is also an officer and/or Director of various
subsidiaries and affiliates of Sun Life)
|
|
William W.
Stinson: Director, Sun Life
Assurance Company of Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada; Director, United Dominion
Industries Limited, Charlotte, N.C.; Director, PanCanadian
Petroleum Limited, Calgary, Alberta; Director, LWT Services,
Inc., Calgary Alberta; Director, Western Star Trucks, Inc.,
Kelowna, British Columbia; Director, Westshore Terminals
Income Fund, Vancouver, British Columbia; Director (until
4/99), Canadian Pacific Ltd., Calgary, Alberta
|
MILLER
ANDERSON & SHERRERD (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 Manager, Morgan
Stanley Dean Witter Investment Management, Inc.; Chairman, MAS
Funds; Director, MAS Fund Distribution, Inc.
Gilbert
Schlarbaum
Portfolio
Manager, Executive Committee Member, MAS: Managing Director,
Morgan Stanley & Co., Incorporated; Portfolio Manager,
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 (the Advisers Act),
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. JPMIM serves as investment
sub-adviser to a series of Registrant, as well as to a series of
another registered investment company for which MassMutual
serves as investment adviser.
WADDELL & REED INVESTMENT MANAGEMENT COMPANY
(WRIMCO)
Waddell
& Reed Investment Management Company (WRIMCO),
is a sub-adviser of the Registrant under the terms of a
sub-advisory agreement whereby it provides investment management
services to the Registrant. WRIMCO is not engaged in any
business other than the provision of investment management
services.
Each
director and executive officer of WRIMCO 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
WRIMCO 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. The address 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
Target/United Funds, Inc.
Robert L.
Hechler
President
and Principal Financial Officer of each of the funds in the Fund
Complex; Executive Vice President, Chief Operating Officer and
Director of Waddell & Reed Financial, Inc.; Vice President,
Chief Operating 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.; Chief
Executive Officer, President and Director of Fiduciary Trust
Company of New Hampshire, an affiliate of Waddell & Reed,
Inc.; President and Treasurer of Waddell & Reed Services
Company; President, Treasurer and Director of Waddell & Reed
Distributors, Inc.; Formerly, Director and Treasurer of Waddell
& Reed Asset Management Company, a former affiliate of
Waddell & Reed Financial, Inc.
Henry J.
Herrmann
Vice
President and Director of each of the funds in the Fund Complex;
Chairman of the Board of Directors of Austin, Calvin &
Flavin, Inc., an affiliate of WRIMCO; 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 and Director of
Waddell & Reed Financial, Inc. Formerly, 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.
Daniel C.
Schulte
Vice
President, Assistant Secretary and General Counsel for each of
the funds in the Fund Complex; Vice President, Secretary and
General Counsel of Waddell & Reed Financial, Inc.; Senior
Vice President, Secretary and General Counsel of WRIMCO, Waddell
& Reed Services Company and Waddell & Reed, Inc.;
Secretary of Waddell & Reed Distributors, Inc.
Michael
L. Avery
Vice
President of three 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 eight funds in the Fund Complex; Senior Vice
President of WRIMCO; formerly, Vice President of Waddell &
Reed Asset Management Company.
Louise D.
Rieke
Vice
President of three funds in the Fund Complex; Senior Vice
President of WRIMCO; formerly, Vice President of Waddell &
Reed Asset Management Company.
Grant P.
Sarris
Vice
President of three funds in the Fund Complex; 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.
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.
DEUTSCHE ASSET MANAGEMENT
(DAM)
Deutsche
Asset Management (DAM) is a registered investment
adviser under the Advisers Act. DAM serves as investment
sub-advisers to two series of Registrant, as well as to series
of other registered investment companies for which MassMutual
serves as investment adviser. Deutsche Asset Management is the
marketing name of Bankers Trust Company (Bankers
Trust). Bankers Trust, a New York banking corporation, is
a wholly owned subsidiary of Deutsche Bank A.G. Bankers Trust
conducts a variety of commercial banking and trust activities
and is a major wholesale supplier of financial services to the
international institutional market. To the best knowledge of
Registrant, except as set forth below, the directors and
executive officers of Bankers Trust have had as their sole
business, profession, vocation or employment during the past two
years only their duties as executive officers/employees of
Bankers Trust, respectively, or their predecessors, except that
certain directors and officers also hold various positions with
Deutsche Bank AG. The business address of DAM is 130 Liberty
Street, New York, New York 10006. The business address of
Deutsche Bank AG is Taunusanlage, 12, D60262 Frankfurt am Main,
Federal Republic of Germany.
Josef
Ackermann
Chairman
of the Board, Chief Executive Officer and President, Bankers
Trust Company; Member, Board of Managing Directors, Deutsche
Bank AG., Address: Deutsche Bank AG, Taunusanlage 12, D-60262
Frankfurt am Main, Federal Republic of Germany.
Hans Angermueller
Director,
Bankers Trust Company; Director of various corporations;
Shearman and Sterling, Of Counsel. Address: Shearman &
Sterling, 599 Lexington Avenue, New York, New York
10022.
George B.
Beitzel
Director,
Bankers Trust Company and Bankers Trust Corporation since 1977;
Director of various corporations. Address: 29 King Street,
Chappaqua, New York 10514-3432.
William
R. Howell
Director,
Bankers Trust Company; Chairman Emeritus, J.C. Penney Company,
Inc.; Director of various corporations. Address: J.C. Penney
Company, Inc., P.O. Box 10001, Dallas, Texas
75301-1109.
Hermann-Josef Lamberti
Director,
Bankers Trust Company; Member, Board of Managing Directors,
Deutsche Bank AG. Address: Deutsche Bank AG, Taunusanlage 12,
D-60262 Frankfurt am Main, Federal Republic of
Germany.
John A.
Ross
Director,
Bankers Trust Company; Regional Chief Executive Officer,
Deutsche BankAmericas Holding Corp. Address: Deutsche Bank, 31
West 52nd Street, New York, New York 10019.
Ronaldo
H. Schmitz
Director,
Bankers Trust Company; Member, Board of Managing Directors,
Deutsche Bank AG. Address: Deutsche Bank AG, Taunusanlage 12,
D-60262 Frankfurt am Main, Federal Republic of
Germany.
RS
INVESTMENT MANAGEMENT, L.P. (RS)
RS
Investment Management, L.P. (RS), formerly
Robertson, Stephens & Company Investment Management, L.P.,
is a registered investment adviser under the Advisers Act. RS
serves as investment sub-adviser to one series of Registrant, as
well as to a series of another registered investment company for
which MassMutual serves as investment adviser. To the best
knowledge of Registrant, except as set forth below, the
directors and executive officers of RS have had as their sole
business, profession, vocation or employment during the past two
years only their duties as executive officers/employees of RS or
its predecessors. The business address of RS is 388 Market
Street, Suite 200, San Francisco, California 94111.
Each of
RS, RS Investment Management, Inc. (RSIM, Inc.),
Elijah Asset Management, LLC and Eastbourne Management, L.L.C.
is engaged in the provision of investment advisory and
management services to mutual funds, private investment pools
(including hedge funds), and private accounts.
G.
Randall Hecht
Chief
Executive Officer of RSIM, L.P. and RSIM, Inc. Mr. Hecht was
elected President and Principal Executive Officer of the Trust
in February 1999. He is also the chief executive officer and a
member of RS Investment Management Co., LLC, the parent company
to RSIM, L.P. and RSIM, Inc. Mr. Hecht served as Chief Operating
Officer of Robertson, Stephens & Company, Inc. from January
1993 to 1997, as Chief Financial Officer of Robertson, Stephens
& Company LLC (and its predecessors) from June 1984 to
January 1993 and as the head of that firms Investment
Management Group. He was also a limited partner of Robertson,
Stephens & Company LLC, and a member of the Management and
Executive Committees of Robertson, Stephens & Company, Inc.
He was a Trustee of the Trust from June 1987 until December
1997.
James
Callinan
Managing
Director of RSIM, L.P. and RSIM, Inc. Mr. Callinan is
responsible for managing the Emerging Growth Funds
portfolio. From 1986 until June 1996, Mr. Callinan was employed
by Putnam Investments, where,
beginning in June 1994, he served as portfolio manager of the
Putnam OTC Emerging Growth Fund. Mr. Callinan received an A.B.
in economics from Harvard College, an M.S. in accounting from
New York University, and an M.B.A. from Harvard Business School,
and is a Charter Financial Analyst.
Andrew P.
Pilara, Jr.
Managing
Director of RSIM, L.P. and RSIM, Inc. He is also a managing
member of RS Investment Management Co., LLC the parent company
of RSIM L.P. and RSIM, Inc. He served as the Principal Executive
Officer and the President of the Trust from October 1997 and
December 1997, respectively, until February 1999. Mr. Pilara has
been responsible for managing the Partners Fund since the
Funds inception in July 1995 and is responsible for
managing the Global Natural Resources and Global Value Funds.
Since August 1993 he has been a member of The Contrarian
Fund-TM- management team. Mr. Pilara has been involved in the
securities business for over 25 years, with experience in
portfolio management, research, trading, and sales. Prior to
joining RS Investment Management, L.P., he was president of
Pilara Associates, an investment management firm he established
in 1974. He holds a B.A. in economics from St. Marys
College. Mr. Pilara has been a Trustee of the Trust since
September 1997.
Paul H.
Stephens
Managing
Director of RSIM, L.P. and RSIM, Inc., was previously a founding
partner, managing director, and chief investment officer of
Robertson, Stephens & Company LLC (now BankBoston Robertson
Stephens).
Ronald E.
Elijah
Sole
Managing Member of Elijah Asset Management, LLC. Mr. Elijah,
formerly an employee of RSIM, L.P. and now a managing member of
Elijah Asset Management, has managed the Value + Growth
Funds portfolio since that Funds inception in April
1992. Mr. Elijah is also the portfolio manager for The
Information Age Fund-TM. From August 1985 to January 1990, Mr.
Elijah was a securities analyst for Robertson, Stephens &
Company LLC. From January 1990 to January 1992, Mr. Elijah was
an analyst and portfolio manager for Water Street Capital, which
managed short selling investment funds. He holds a masters
degree in economics from Humboldt State University and an M.B.A.
with an emphasis in finance from Golden Gate
University.
John
McNiff
Member of
Elijah Asset Management, has been a member of Golden Gate Fund
Management, an investment adviser, since December 1998. Mr.
McNiff has also been the managing director of Longwood
Investment Advisors, Inc. (Three Radnor Corp. Center, Radnor,
PA), an investment adviser, since December 1993. In addition Mr.
McNiff is an indirect limited partner of Chartwell Investment
Partners (1235 Westlakes Drive, Suite 330, Berwyn, PA), an
investment adviser. Mr. McNiff serves as Director of both
Longwood Offshore Management, Ltd. and Wineup Corp. (both at
1235 Westlakes Drive, Suite 330, Berwyn, PA), both investment
advisers. Mr. McNiff has served as an officer of Trinity Capital
Partners (Three Radnor Corp. Center, Radnor, PA), an investment
adviser, since July 1990. Mr. McNiff served as chairman of the
board of CAM Investment Advisors, Inc. (Three Radnor Corp.
Center, Radnor, PA), an investment adviser, until May
1998.
Rick
Barry
Manager
and Member of Eastbourne Management, L.L.C.
(Eastbourne). Mr. Barry was previously a managing
director of RS Investment Management.
Each of
Mr. Chris Bonomo, Mr. Jim Carruthers, Jr., Ms. Cathy
ONeill and Mr. Jeff Heely is a Manager and Member of
Eastbourne.
DAVIS SELECTED ADVISERS, L.P. (DSA)
Davis
Selected Advisers, L.P. (DSA) and subsidiary
companies comprise a financial services organization whose
business consists primarily of providing investment management
services as the investment adviser and manager for investment
companies registered under the Investment Company Act of 1940,
unregistered off-shore investment companies, and as an
investment adviser to institutional and individual accounts. DSA
also serves as sub-investment adviser to other investment
companies. Davis Distributors LLC, a wholly-owned subsidiary of
DSA, is a registered broker-dealer. Davis Selected Advisers NY,
Inc., another wholly-owned subsidiary, provides investment
management services to various registered and unregistered
investment companies, pension plans, institutions and
individuals. Davis serves as investment sub-adviser to one
series of Registrant, as well as to a series of another
registered investment company for which MassMutual serves as
investment adviser. To the best knowledge of Registrant, except
as set forth below, the directors and executive officers of
Davis have had as their sole business, profession, vocation or
employment during the past two years only their duties as
executive officers/employees of Davis or its predecessors. The
business address of Davis is 2949 East Elvira Road, Suite 101,
Tucson, Arizona 86706.
Shelby
M.C. Davis
(3/20/37), 4135 North Steers Head Road, Jackson Hole WY
83001. President of the Company and each of the Davis Funds and
the Selected Funds; Director, Chairman and Chief Executive
Officer, Venture Advisers, Inc.; Director, Davis Selected
Advisers-NY, Inc.; Director, Shelby Cullom Davis Financial
Consultants, Inc.
Andrew A.
Davis
(6/25/63), 124 East Marcy Street, Santa Fe NM 87501.
Director and Vice President of the Company and each of the Davis
Funds (except Davis International Series, Inc.) and the Selected
Funds; Director and President, Venture Advisers, Inc.; Director
and Vice President, Davis Selected Advisers-NY, Inc.; former
Vice President of convertible security research, Paine Webber,
Inc.
Christopher C. Davis
(7/13/65), 609 Fifth Avenue, New York NY 10017. Director
and Vice President of the Company and each of the Davis Funds
and the Selected Funds; Director, Vice Chairman, Venture
Advisers, Inc.; Director, Chairman, Chief Executive Officer,
Davis Selected Advisers-NY, Inc.; Chairman and Director, Shelby
Cullom Davis Financial Consultants, Inc.; Employee of Shelby
Cullom Davis & Co., a registered broker/dealer; Director,
Kings Bay Ltd., an offshore investment management
company.
Kenneth
C. Eich
(8/14/53), 124 East Marcy Street, Santa Fe NM 87501. Vice
President of the Company and each of the Davis Funds and
Selected Funds; Chief Operating Officer, Venture Advisers, Inc.;
Vice President, Davis Selected Advisers-NY, Inc.; President,
Davis Distributors LLC; former President and Chief Executive
Officer of First of Michigan Corporation; former Executive Vice
President and Chief Financial Officer of Oppenheimer Management
Corporation.
Gary
Tyc
124 East
Marcy Street, Santa Fe NM 87501. Vice President, Chief Financial
Officer Treasurer, and Assistant Secretary of Venture Advisers,
Inc.; Vice President, Treasurer, & Assistant Secretary of
Davis Selected Advisers NY, Inc.; Vice President, Treasurer,
& Assistant Secretary of Davis Distributors LLC; former Vice
President of Oppenheimer Management Corporation.
Thomas D.
Tays
124 East
Marcy Street, Santa Fe NM 87501. Vice President and Secretary,
Venture Advisers, Inc., Davis Selected Advisers-NY, Inc., and
Davis Distributors LLC; former Vice President and Special
Counsel of U.S. Global Investors, Inc.
T. ROWE PRICE ASSOCIATES, INC. (T. ROWE
PRICE)
T. Rowe
Price Associates, Inc. (T. Rowe Price) is a registered
investment adviser under the Advisers Act. T. Rowe Price serves
as investment sub-adviser to one series of Registrant. To the
best knowledge of Registrant, except as set forth below, the
directors and executive officers of T. Rowe Price have had as
their sole business, profession, vocation or employment during
the past two years only their duties as executive
officers/employees of Davis or its predecessors. The business
address of T. Rowe Price is 100 East Pratt Street, Baltimore,
Maryland 21202.
Rowe
Price-Fleming International, Inc.
(Price-Fleming), a Maryland corporation, is a
corporate joint venture 50% owned by TRP Finance, Inc., a wholly
owned subsidiary of the Manager. Price-Fleming was incorporated
in Maryland in 1979 to provide investment counsel service with
respect to foreign securities for institutional investors in the
United States. In addition to managing private counsel client
accounts, Price-Fleming also sponsors registered investment
companies which invest in foreign securities, serves as general
partner of RPFI International Partners, Limited Partnership, and
provides investment advice to the T. Rowe Price Trust Company,
trustee of the International Common Trust Fund.
T. Rowe
Price Investment Services, Inc. (Investment
Services), a wholly owned subsidiary of the Manager,
was incorporated in Maryland in 1980 for the specific purpose of
acting as principal underwriter and distributor for the
Investment Companies which Manager sponsors and serves as
investment adviser (the Price Funds).
Investment Services is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. In 1984, Investment
Services expanded its activities to include a brokerage
service.
TRP
Distribution, Inc., a wholly owned subsidiary of Investment
Services, was incorporated in Maryland in 1991. It was organized
for, and engages in, the sale of certain investment related
products prepared by Investment Services and T. Rowe Price
Retirement Plan Services.
T. Rowe
Price Associates Foundation, Inc. (the
Foundation) was incorporated in 1981 (and is not
a subsidiary of the Manager). The Foundations overall
objective emphasizes various community needs by giving to a
broad range of educational, civic, cultural, and health-related
institutions. The Foundation has a very generous matching gift
program whereby employee gifts designated to qualifying
institutions are matched according to established
guidelines.
T. Rowe
Price Services, Inc. (Price Services), a
wholly owned subsidiary of the Manager, was incorporated in
Maryland in 1982 and is registered as a transfer agent under the
Securities Exchange Act of 1934. Price Services provides
transfer agent, dividend disbursing, and certain other services,
including shareholder services, to the Price Funds.
T. Rowe
Price Retirement Plan Services, Inc. (RPS), a
wholly owned subsidiary of the Manager, was incorporated in
Maryland in 1991 and is registered as a transfer agent under the
Securities Exchange Act of 1934. RPS provides administrative,
recordkeeping, and subaccounting services to administrators of
employee benefit plans.
T. Rowe
Price Trust Company (Trust Company), a wholly
owned subsidiary of the Manager, is a Maryland-chartered
limited-service trust company, organized in 1983 for the purpose
of providing fiduciary services. The Trust Company serves as
trustee and/or custodian for certain qualified employee benefit
plans, individual retirement accounts, and common trust funds
and as trustee/investment agent for one trust and other
retirement plans.
T. Rowe
Price Investment Technologies, Inc. was incorporated in Maryland
in 1996. A wholly owned subsidiary of the Manager, it owns the
technology rights, hardware, and software of the Manager and
affiliated companies and provides technology services to
them.
TRPH Corporation,
a wholly owned subsidiary of the Manager, was organized in 1997
to acquire an interest in a UK-based corporate finance advisory
firm.
T. Rowe
Price Threshold Fund Associates, Inc., a wholly owned subsidiary
of the Manager, was incorporated in Maryland in 1994 and serves
as the general partner of T. Rowe Price Threshold Fund III,
L.P., a Delaware limited partnership .
T. Rowe
Price Threshold Fund III, L.P., a Delaware limited partnership,
was organized in 1994 by the Manager and invests in private
financings of small companies with high growth potential; the
Manager is the General Partner of the partnership.
RPFI
International Partners, L.P., is a Delaware limited partnership
organized in 1985 for the purpose of investing in a diversified
group of small and medium-sized non-U.S. companies.
Price-Fleming is the general partner of this partnership, and
certain institutional investors, including advisory clients of
Price-Fleming, are its limited partners.
T. Rowe
Price Stable Asset Management, Inc. (Stable Asset
Management), was incorporated in Maryland in 1988 as a
wholly owned subsidiary of the Manager. Stable Asset Management
is registered as an investment adviser under the Investment
Advisers Act of 1940, and specializes in the management of
investment portfolios which seek stable and consistent
investment returns through the use of guaranteed investment
contracts, bank investment contracts, structured investment
contracts issued by insurance companies and banks, as well as
short-term fixed income securities.
T. Rowe
Price Recovery Fund Associates, Inc., a Maryland corporation, is
a wholly owned subsidiary of the Manager organized in 1988 for
the purpose of serving as General Partner of T. Rowe Price
Recovery Fund, L.P., a Delaware limited partnership which
invests in financially distressed companies.
T. Rowe
Price Recovery Fund II Associates, L.L.C., is a Maryland limited
liability company organized in 1996. Wholly owned by the Manager
and the Trust Company, it serves as General Partner of T. Rowe
Price Recovery Fund II, L.P., a Delaware limited partnership
which also invests in financially distressed
companies.
T. Rowe
Price (Canada), Inc. (TRP Canada) is a
Maryland corporation organized in 1988 as a wholly owned
subsidiary of the Manager. This entity is registered as an
investment adviser under the Investment Advisers Act of 1940 as
well as with the Ontario Securities Commission to provide
advisory services to individual and institutional clients
residing in Canada.
T. Rowe
Price Insurance Agency, Inc., is a wholly owned subsidiary of
the Manager, organized in Maryland in 1994 and licensed to do
business in several states to act primarily as a distributor of
proprietary variable annuity products.
Since
1983, the Manager has organized several distinct Maryland
limited partnerships, which are informally called the Pratt
Street Ventures partnerships, for the purpose of acquiring
interests in growth-oriented businesses.
TRP
Suburban, Inc. is a Maryland corporation organized in 1990 as a
wholly owned subsidiary of the Manager. It entered into
agreements with McDonogh School and CMANE-McDonogh-Rowe Limited
Partnership to construct an office building in Owings Mills,
Maryland, which currently houses the Managers transfer
agent, plan administrative services, retirement plan services,
and operations support functions.
TRP
Suburban Second, Inc., a wholly owned Maryland subsidiary of T.
Rowe Price Associates, Inc., was incorporated in 1995 to
primarily engage in the development and ownership of real
property located in Owings Mills, Maryland.
TRP
Finance, Inc., a wholly owned subsidiary of the Manager, is a
Delaware corporation organized in 1990 to manage certain passive
corporate investments and other intangible assets.
T. Rowe Price
Strategic Partners Fund II, L.P. (Strategic Partners
Funds) is a Delaware limited partnership organized in
1992, for the purpose of investing in small public and private
companies seeking capital for expansion or undergoing a
restructuring of ownership. The general partner of T. Rowe Price
Strategic Partners Fund II, L.P. is T. Rowe Price Strategic
Partners II, L.P., a Delaware limited partnership whose general
partner is T. Rowe Price Strategic Partners Associates,
Inc.
T. Rowe
Fleming Asset Management Limited (T. Rowe
Fleming), an English corporation, is an investment
adviser under the Investment Advisers Act of 1940. T. Rowe
Fleming will provide investment management services to Japanese
investment trusts and other institutional investors in Japan
pursuant to one or more delegation agreements entered into
between Daiwa SB Investments, Ltd. and T. Rowe Fleming. T. Rowe
Fleming is a corporate joint venture owned 50% by T. Rowe Price
and 50% by Robert Fleming Asset Management Limited, a
wholly-owned subsidiary of Robert Fleming Holdings Limited.
Formerly known as Fleming International Asset Management Limited
(FIAM), the company changed its name to T.
Rowe Fleming Asset Management Limited on June 8, 1999, following
the formation of the joint venture.
Listed
below are the directors, executive officers and managing
directors of the Manager who have other substantial businesses,
professions, vocations, or employment aside from that of
Director of the Manager:
Directors
JAMES E.
HALBKAT, JR., Director of the Manager. Mr. Halbkat is President
of U.S. Monitor Corporation, a provider of public response
systems. Mr. Halbkats address is P.O. Box 23109, Hilton
Head Island, South Carolina 29925.
DONALD B.
HEBB, JR., Director of the Manager. Mr. Hebb is the managing
general partner of ABS Capital Partners. Mr. Hebbs address
is One South Street, 25th Floor, Baltimore, Maryland
21202.
RICHARD
L. MENSCHEL, Director of the Manager. Mr. Menschel is a limited
partner of The Goldman Sachs Group, L.P., an investment banking
firm. Mr. Menschels address is 85 Broad Street, 2nd Floor,
New York, New York 10004.
ROBERT L.
STRICKLAND, Director of the Manager. Mr. Strickland retired as
Chairman of Lowes Companies, Inc., a retailer of specialty
home supplies, as of January 31, 1998 and continues to serve as
a Director. He is a Director of Hannaford Bros., Co., a food
retailer. Mr. Stricklands address is 2000 W. First Street,
Suite 604, and Winston-Salem, North Carolina 27104.
PHILIP C.
WALSH, Director of the Manager. Mr. Walsh is a retired mining
industry executive. Mr. Walshs address is Pleasant Valley,
Peapack, New Jersey 07977.
ANNE
MARIE WHITTEMORE, Director of the Manager. Mrs. Whittemore is a
partner of the law firm of McGuire, Woods, Battle & Boothe
L.L.P. and a Director of Owens & Minor, Inc.; Fort James
Corporation; and Albemarle Corporation. Mrs. Whittemores
address is One James Center, Richmond, Virginia
23219.
With the
exception of Messrs. Halbkat, Hebb, Menschel, Strickland, Walsh,
and Mrs. Whittemore, all of the following directors of the
Manager are employees of the Manager.
EDWARD C.
BERNARD, Director and Managing Director of the Manager; Director
and President of T. Rowe Price Insurance Agency, Inc. and T.
Rowe Price Investment Services, Inc.; Director of T. Rowe Price
Services, Inc.; Vice President of TRP Distribution,
Inc.
HENRY H.
HOPKINS, Director and Managing Director of the Manager; Director
of T. Rowe Price Insurance Agency, Inc.; Vice President and
Director of T. Rowe Price (Canada), Inc., T. Rowe Price
Investment Services, Inc., T. Rowe Price Services, Inc., T. Rowe
Price Threshold Fund Associates, Inc., T. Rowe Price Trust
Company, TRP Distribution, Inc., and TRPH Corporation; Director of
T. Rowe Price Insurance Agency, Inc.; Vice President of
Price-Fleming, T. Rowe Price Real Estate Group, Inc., T. Rowe
Price Retirement Plan Services, Inc., T. Rowe Price Stable Asset
Management, Inc., and T. Rowe Price Strategic Partners
Associates, Inc.
JAMES A.
C. KENNEDY, Director and Managing Director of the Manager;
President and Director of T. Rowe Price Strategic Partners
Associates, Inc.; Director and Vice President of T. Rowe Price
Threshold Fund Associates, Inc.
JOHN H.
LAPORTE, JR., Director and Managing Director of the
Manager.
WILLIAM
T. REYNOLDS, Director and Managing Director of the Manager;
Chairman of the Board of T. Rowe Price Stable Asset Management,
Inc.; Director of TRP Finance, Inc.
JAMES S.
RIEPE, Vice-Chairman of the Board, Director, and Managing
Director of the Manager; Chairman of the Board and President of
T. Rowe Price Trust Company; Chairman of the Board of T. Rowe
Price (Canada), Inc., T. Rowe Price Investment Services, Inc.,
T. Rowe Price Investment Technologies, Inc., T. Rowe Price
Retirement Plan Services, Inc., and T. Rowe Price Services,
Inc.; Director of Price-Fleming, T. Rowe Price Insurance Agency,
Inc., and TRPH Corporation; Director and President of TRP
Distribution, Inc., TRP Suburban Second, Inc., and TRP Suburban,
Inc.; and Director and Vice President of T. Rowe Price Stable
Asset Management, Inc.
GEORGE A.
ROCHE, Chairman of the Board, President, and Managing Director
of the Manager; Chairman of the Board of TRP Finance, Inc.;
Director of Price-Fleming, T. Rowe Price Retirement Plan
Services, Inc., and T. Rowe Price Strategic Partners, Inc., and
Director and Vice President of T. Rowe Price Threshold Fund
Associates, Inc., TRP Suburban Second, Inc., and TRP Suburban,
Inc.
BRIAN C.
ROGERS, Director and Managing Director of the Manager; Vice
President of T. Rowe Price Trust Company.
M. DAVID
TESTA, Vice-Chairman of the Board, Director, Chief Investment
Officer, and Managing Director of the Manager; Chairman of the
Board of Price-Fleming; President and Director of T. Rowe Price
(Canada), Inc.; Director and Vice President of T. Rowe Price
Trust Company ; and Director of TRPH Corporation.
Additional Executive Officers
MICHAEL
A. GOFF, Managing Director of the Manager; Director and the
President of T. Rowe Price Investment Technologies,
Inc.
CHARLES
E. VIETH, Managing Director of the Manager; Director and
President of T. Rowe Price Retirement Plan Services, Inc.;
Director and Vice President of T. Rowe Price Investment
Services, Inc. and T. Rowe Price Services, Inc.; Vice President
of T. Rowe Price (Canada), Inc., T. Rowe Price Trust Company,
and TRP Distribution, Inc.
Additional Managing Directors
PRESTON
G. ATHEY, Managing Director of the Manager.
BRIAN
W.H. BERGHUIS, Managing Director of the Manager.
STEPHEN
W. BOESEL, Managing Director of the Manager; Vice President of
T. Rowe Price Trust Company.
GREGORY A.
McCRICKARD, Managing Director of the Manager; Vice President of
T. Rowe Price Trust Company.
MARY J.
MILLER, Managing Director of the Manager.
CHARLES
A. MORRIS, Managing Director of the Manager.
GEORGE A.
MURNAGHAN, Managing Director of the Manager; Executive Vice
President of Price-Fleming; Vice President of T. Rowe Price
Investment Services, Inc. and T. Rowe Price Trust
Company.
EDMUND M.
NOTZON III, Managing Director of the Manager; Vice President of
T. Rowe Price Trust Company.
WAYNE D.
OMELIA, Managing Director of the Manager; Director and
President of T. Rowe Price Services, Inc.; Vice President of T.
Rowe Price Trust Company.
LARRY J.
PUGLIA, Managing Director of the Manager; Vice President of T.
Rowe Price (Canada), Inc.
JOHN R.
ROCKWELL, Managing Director of the Manager; Director and Senior
Vice President of T. Rowe Price Retirement Plan Services, Inc.;
Director and Vice President of T. Rowe Price Stable Asset
Management, Inc. and T. Rowe Price Trust Company; Vice President
of T. Rowe Price Investment Services, Inc.
R. TODD
RUPPERT, Managing Director of the Manager; President and
Director of TRPH Corporation; Vice President of T. Rowe Price
Retirement Plan Services, Inc. and T. Rowe Price Trust
Company.
ROBERT W.
SMITH, Managing Director of the Manager; Vice President of
Price-Fleming.
WILLIAM
J. STROMBERG, Managing Director of the Manager.
RICHARD
T. WHITNEY, Managing Director of the Manager; Vice President of
Price-Fleming and T. Rowe Price Trust Company.
Certain
directors and officers of the Manager are also officers and/or
directors of one or more of the Price Funds and/or one or more
of the affiliated entities listed herein.
JANUS
CAPITAL CORPORATION (JANUS)
Janus
Capital Corporation (Janus) is a registered
investment adviser under the Advisers Act. Janus serves as
investment sub-adviser to one series of Registrant. To the best
knowledge of Registrant, except as set forth below, the
directors and executive officers of Janus have had as their sole
business, profession, vocation or employment during the past two
years only their duties as executive officers/employees of Davis
or its predecessors. The business address of Janus is 100
Fillmore Street, Denver, Colorado 80206-4928.
The
following are the names of the Trustees and officers of the
Trust, together with a brief description of their principal
occupations during the last five years.
THOMAS H.
BAILEY*#Trustee, Chairman and President, 100
Fillmore Street, Denver, CO 80206-4928. Trustee, Chairman and
President of Janus Investment Fund. Chairman, Chief
Executive Officer, Director and President of Janus Capital.
Chairman and Director of IDEX Management, Inc., Largo, Florida
(50% subsidiary of Janus Capital and investment adviser to a
group of mutual funds) (IDEX).
|
*Interested person of the Trust and of Janus
Capital.
|
|
#
Member of the Executive Committee.
|
|
Includes comparable office with various Janus funds that were
reorganized into Janus Investment Fund on August 7,
1992.
|
JAMES P. CRAIG, III*#Trustee and Executive Vice
President, 100 Fillmore Street, Denver, CO 80206-4928.
Executive Vice President and Trustee of Janus Investment
Fund. Chief Investment Officer, Vice President, and
Director of Janus Capital.
DAVID
CORKINS*Executive Vice President and Portfolio
Manager, 100 Fillmore Street Denver; CO 80206-4928.
Executive Vice President and Portfolio Manager of Janus
Investment Fund. Formerly, research analyst and assistant
portfolio manager at Janus Capital (1995-1997). Formerly, Chief
Financial Officer of Chase Manhattans mortgage business
(1993-1995). Obtained an M.B.A from Columbia University
(1991-1993).
STEVEN R.
GOODBARN*Vice President and Chief Financial
Officer, 100 Fillmore Street, Denver, CO 80206-4928. Vice
President and Chief Financial Officer of Janus Investment
Fund. Vice President of Finance, Treasurer and Chief
Financial Officer of Janus Service, Janus Distributors and Janus
Capital. Director of IDEX and Janus Distributors. Director,
Treasurer and Vice President of Finance of Janus Capital
International Ltd. Formerly (1992-1996), Treasurer of Janus
Investment Fund and Janus Aspen Series.
GLENN P.
OFLAHERTY*Treasurer and Chief Accounting
Officer, 100 Fillmore Street, Denver, CO 80206-4928.
Treasurer and Chief Accounting Officer of Janus Investment Fund.
Director of Fund Accounting of Janus Capital.
KELLEY
ABBOTT HOWES*Secretary, 100 Fillmore Street,
Denver, CO 80206-4928. Secretary of Janus Investment Fund.
Director and President, Janus Distributors, Inc. Associate
Counsel of Janus Capital. Formerly (1990 to 1994) with The
Boston Company Advisors, Inc., Boston, Massachusetts (mutual
fund administration services).
WILLIAM
D. STEWART#Trustee. 5330 Sterling Drive, Boulder,
CO 80302. Trustee of Janus Investment Fund. President of
HPS Division of MKS Instruments, Boulder, Colorado (manufacturer
of vacuum fittings and valves).
GARY O.
LOOTrustee. 102 N. Cascade Avenue, Suite 500,
Colorado Springs, CO 80903. Trustee of Janus Investment
Fund. President and a Director of High Valley Group, Inc.,
Colorado Springs, Colorado (investments).
DENNIS B.
MULLENTrustee. 14103 Denver West Parkway, Golden,
CO 80401. Trustee of Janus Investment Fund. Chief
Financial Officer of Boston Market Concepts, Golden, Colorado
(restaurant chain). Formerly (1993-1997), President and Chief
Officer of BC Northwest L.P., a franchise of Boston Chicken,
Inc., Bellevue, Washington (restaurant chain); (1982 to 1993),
Chairman, President and Chief Executive Officer of Famous
Restaurants, Inc., Scottsdale, Arizona (restaurant
chain).
MARTIN H.
WALDINGERTrustee. 4940 Sandshore Court, San Diego,
CA 92130. Trustee of Janus Investment Fund. Private
Consultant and Director of Run Technologies, Inc., a software
development firm, San Carlos, California. Formerly (1989 to
1993), President and Chief Executive Officer of Bridgecliff
Management Services, Campbell, California (a condominium
association management company).
JAMES T.
ROTHETrustee. 102 South Tejon Street, Suite 1100,
Colorado Springs, CO 80903. Trustee of Janus Investment
Fund. Professor of Business, University of Colorado,
Colorado Springs, Colorado. Principal, Phillips-Smith Retail
Group, Colorado Springs, Colorado (a venture capital firm).
Formerly (1986-1994), Dean of the College of Business,
University of Colorado, Colorado Springs, Colorado.
The
Trustees are responsible for major decisions relating to the
Portfolios objective, policies and techniques. The
Trustees also supervise the operation of the Portfolio by their
officers and review the investment decisions of the officers
although they do not actively participate on a regular basis in
making such decisions.
|
*Interested person of the Trust and of Janus
Capital.
|
|
#
Member of the Executive Committee.
|
|
Includes comparable office with various Janus funds that were
reorganized into Janus Investment Fund on August 7,
1992.
|
Trustees and Officers
The
following are the names of the Trustees and officers of the
Trust, together with a brief description of their principal
occupations during the last five years.
THOMAS H.
BAILEYTrustee, Chairman and President*#. 100
Fillmore Street, Denver, CO 80206-4928. Trustee, Chairman and
President of Janus Aspen Series. Chairman, Chief Executive
Officer, Director and President of Janus Capital. Director of
Janus Distributors, Inc.
JAMES P.
CRAIG, III,Trustee and Vice President*#. 100
Fillmore Street, Denver, CO 80206-4928. Trustee and Vice
President of Janus Aspen Series. Chief Investment Officer,
Director of Research, Vice Chairman and Director of Janus
Capital. Formerly (June 1986-December 1999), Executive Vice
President and Portfolio Manager of Janus Fund. Formerly
(February 1997-December 1999), Executive Vice President and
Co-Manager of Janus Venture Fund. Formerly (December 1993-
December 1995), Executive Vice President and Portfolio Manager
of Janus Balanced Fund.
GARY O.
LOO.Trustee#. 102 N. Cascade, Suite 500, Colorado
Springs, CO 80903. Trustee of Janus Aspen Series. President and
Director of High Valley Group, Inc., Colorado Springs, CO
(investments).
DENNIS B.
MULLEN.Trustee. 7500 E. McCormick Parkway, #24
Scottsdale, AZ 85258. Trustee of Janus Aspen Series. Private
Investor. Formerly (1997- 1998), Chief Financial Officer-Boston
Market Concepts, Boston Chicken, Inc., Golden, CO (restaurant
chain); (1993-1997), President and Chief Executive Officer of BC
Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,
WA (restaurant chain).
JAMES T.
ROTHETrustee. 102 South Tejon Street, Suite 1100,
Colorado Springs, CO 80903. Trustee of Janus Aspen Series.
Professor of Business, University of Colorado, Colorado Springs,
CO. Principal, Phillips-Smith Retail Group, Colorado Springs, CO
(a venture capital firm).
WILLIAM
D. STEWARTTrustee. #5330 Sterling Drive, Boulder,
CO 80302. Trustee of Janus Aspen Series. President of HPS
Division of MKS Instruments, Boulder, CO (manufacturer of vacuum
fittings and valves)#. Member of the Trusts Executive
Committee.
MARTIN H.
WALDINGERTrustee. 4940 Sandshore Court, San Diego,
CA 92130. Trustee of Janus Aspen Series. Private Consultant.
Formerly (1993-1996), Director of Run Technologies, Inc., a
software development firm, San Carlos, CA.
LAURENCE
J. CHANGExecutive Vice President*. 100 Fillmore
Street, Denver, Co 80206-4928. Executive Vice President and
Co-Manager of Janus Worldwide Fund. He is also Executive Vice
President and Co-Manager of Janus Overseas Fund. Formerly, an
assistant portfolio manager at Janus Capital (1998-1999).
Formerly, a research analyst at Janus Capital
(1993-1998).
DAVID J.
CORKINSExecutive Vice President*. 100
Fillmore Street, Denver, CO 80206-4928. Executive Vice President
and Portfolio Manager of Janus Growth and Income Fund. Executive
Vice President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, research analyst and assistant portfolio
manager at Janus Capital (1995-1997). Formerly, Chief Financial
Officer of Chase U.S. Consumer Services, Inc., a Chase Manhattan
mortgage business (1993-1995).
DAVID C.
DECKERExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Special Situations Fund and Janus
Strategic Value Fund. Assistant Portfolio Manager of Janus Fund.
Vice President of Janus Capital. Formerly, research analyst at
Janus Capital (1992-1996).
|
* Interested person of the Trust and of
Janus Capital.
|
|
# Member of the Trusts Executive
Committee.
|
|
Includes comparable office with
various Janus funds that were reorganized into Janus
Investment Fund on August 7, 1992.
|
|
Mr. Corkins and Mr. Lammert are
related by marriage.
|
JAMES P. GOFFExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Enterprise Fund. Executive Vice
President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, Executive Vice President and Portfolio
Manager of Janus Venture Fund (December 1993 to February
1997).
HELEN
YOUNG HAYESExecutive Vice President*. 100
Fillmore Street, Denver, CO 80206-4928. Executive Vice President
and Co-Manager of Janus Worldwide Fund. Executive Vice President
and Co-Manager of Janus Overseas Fund. Executive Vice President
of Janus Aspen Series. Vice President of Janus
Capital
WARREN B.
LAMMERTExecutive Vice President*. 100
Fillmore Street, Denver, CO 80206-4928. Executive Vice President
and Portfolio Manager of Janus Mercury Fund. Vice President of
Janus Capital. Formerly, Executive Vice President and Portfolio
Manager of Janus Venture Fund (December 1993-December
1996).
THOMAS R.
MALLEYExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Global Life Sciences Fund. Formerly,
research analyst at Janus Capital (1991-1998).
KAREN L.
REIDYExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Balanced Fund and Janus Equity Income
Fund. Assistant Portfolio Manager of Janus Fund. Executive Vice
President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, equity analyst at Janus Capital
(1995-1999).
BLAINE P.
ROLLINSExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Fund. Formerly, Executive Vice
President and Portfolio Manager of Janus Balanced Fund (January
1996-December 1999). Formerly, Executive Vice President and
Portfolio Manager of Janus Equity Income Fund (June
1996-December 1999). Formerly, Assistant Portfolio Manager of
Janus Fund (January 1994-December 1999). Executive Vice
President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, fixed-income trader and equity securities
analyst at Janus Capital (1990-1995).
SANDY R.
RUFENACHTExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Short-Term Bond Fund and Janus
High-Yield Fund. Executive Vice President of Janus Aspen Series.
Vice President of Janus Capital. Formerly, Co-Manager of Janus
Flexible Income Fund (June 1996-February 1998). Formerly senior
accountant, fixed-income trader and fixed-income research
analyst at Janus Capital (1990-1995).
RONALD V.
SPEAKERExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Flexible Income Fund. Executive Vice
President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, Co-Manager of Janus High-Yield Fund (December
1995-February 1998). Formerly, Portfolio Manager of Janus
Short-Term Bond Fund (September 1992-December 1995) and Janus
Federal Tax-Exempt Fund (May 1993-December 1995).
DARRELL
W. WATTERSExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Federal Tax-Exempt Fund. Executive
Vice President of Janus Aspen Series. Vice President of Janus
Capital. Formerly, municipal bond trader and research analyst at
Janus Capital (1993-1995).
CLAIRE
YOUNGExecutive Vice President*. 100 Fillmore
Street, Denver, CO 80206-4928. Executive Vice President and
Portfolio Manager of Janus Olympus Fund. Vice President of Janus
Capital. Formerly, research analyst and assistant portfolio
manager at Janus Capital (1992-1997).
|
* Interested person of the Trust and of
Janus Capital.
|
|
Mr. Lammert and Mr. Corkins are
related by marriage.
|
|
Ms. Hayes and Ms. Young are
sisters.
|
THOMAS A. EARLYVice President and General Counsel*.
100 Fillmore Street, Denver, CO 80206-4928. Vice President and
General Counsel of Janus Aspen Series. Vice President, General
Counsel and Secretary of Janus Capital. Vice President and
General Counsel of Janus Service Corporation, Janus
Distributors, Inc., Janus Capital International, Ltd. and Janus
International (UK) Limited. Director of Janus World Funds Plc.
Formerly (1997-1998), Executive Vice President and General
Counsel of Prudential Investments Fund Management LLC, Newark,
NJ. Formerly (1994-1997), Vice President and General Counsel of
Prudential Retirement Services, Newark, NJ.
STEVEN R.
GOODBARNVice President and Chief Financial
Officer*. 100 Fillmore Street, Denver, CO 80206-4928. Vice
President and Chief Financial Officer of Janus Aspen Series.
Vice President of Finance, Treasurer and Chief Financial Officer
of Janus Capital, Janus Service Corporation and Janus
Distributors, Inc. Director of Janus Service Corporation, Janus
Distributors, Inc. and Janus World Funds Plc. Director,
Treasurer and Vice President of Finance of Janus Capital
International Ltd. and Janus International (UK) Limited.
Formerly (May 1992-January 1996), Treasurer of Janus Investment
Fund and Janus Aspen Series.
KELLEY
ABBOTT HOWESVice President and Secretary*. 100
Fillmore Street, Denver, CO 80206-4928. Vice President and
Secretary of Janus Aspen Series. Vice President and Assistant
General Counsel of Janus Capital. Vice President of Janus
Distributors, Inc. Assistant Vice President of Janus Service
Corporation.
GLENN P.
OFLAHERTYTreasurer and Chief Accounting
Officer*. 100 Fillmore Street, Denver, CO 80206-4928.
Treasurer and Chief Accounting Officer of Janus Aspen Series.
Vice President of Janus Capital. Formerly (1991-1997) Director
of Fund Accounting, Janus Capital.
The
Trustees are responsible for major decisions relating to each
Funds objective, policies and techniques. The Trustees
also supervise the operation of the Funds by their officers and
review the investment decisions of the officers, although they
do not actively participate on a regular basis in making such
decisions.
|
* Interested person of the Trust and of
Janus Capital.
|
|
Ms. Young and Ms. Hayes are
sisters.
|
HARRIS
ASSOCIATES L.P. (HARRIS ASSOCIATES)
Harris
Associates L.P. (Harris Associates) is a registered
investment adviser under the Advisers Act. Janus serves as
investment sub-adviser to one series of Registrant. To the best
knowledge of Registrant, except as set forth below, the
directors and executive officers of Harris Associates have had
as their sole business, profession, vocation or employment
during the past two years only their duties as executive
officers/employees of Davis or its predecessors. The business
address of Harris Associates is Two North LaSalle Street, Suite
500, Chicago, Illinois 60602.
Trustees and Officers
The
trustees and officers of the Trust and their principal business
activities during the past five years are:
VICTOR A.
MORGENSTERN*. Chairman of the Board, HAI, since 1996 and Trustee
and Chairman, President prior thereto; Chairman, Harris
Partners, L.L.C., since September 1995; and a director of Nvest
Corporation since 1996.
MICHAEL
J. FRIDUSS. Principal, M.J. Friduss & Associates, Inc.
Trustee, (telecommunications consultants), c/o M.J. Friduss
& Associates, Inc. 1555 Museum Drive, Highland Park,
Illinois 60035.
THOMAS H.
HAYDEN. Executive Vice President and director, Bozell Trustee,
Worldwide, Inc. (advertising and public relations), c/o Bozell
Worldwide, Inc. 625 North Michigan Avenue, Chicago, Illinois
60611-3110.
CHRISTINE
M. MAKI. Vice PresidentTax, Hyatt Corporation (hotel
Trustee, management) since 1995, c/o Hyatt Corporation 200 West
Madison Street, Chicago, Illinois 60606.
ALLAN J. REICH.
Managing Member and Chair of Trustee, Corporate/Securities
Practice Group, DAncona & c/o DAncona &
Pflaum LLC Pflaum LLC (attorneys), 111 E. Wacker Drive, Suite
2800, Chicago, Illinois 60601
MARV R.
ROTTER. PresidentCentral Region, AXA Advisors, LLC
Trustee, (formerly known as Rotter & Associates), since c/o
AXA Advisors, LLC 1999, and General Manager prior thereto
(financial 5 Revere Drive, Suite 400 services) Northbrook,
Illinois 60062-1571.
BURTON W.
RUDER. President, The Academy Group (venture capital Trustee,
investments and transaction financing) c/o The Academy Group 707
Skokie Boulevard, Suite 410, Northbrook, Illinois
60062.
PETER S.
VOSS*. Chairman, President and Chief Executive Officer, Trustee,
Nvest Corporation, Nvest Companies, L.P. and c/o Nvest
Companies, L.P. Nvest L.P. (investment management) 399 Boylston
Street, Boston, Massachusetts 02116.
GARY N.
WILNER, M.D. Senior Attending Physician, Evanston Hospital, and
Trustee, Medical DirectorCardioPulmonary Wellness c/o
Evanston Hospital Program, Evanston Hospital Corporation 2650
Ridge Avenue, Evanston, Illinois 60201.
ROBERT
LEVY. President and Chief Executive Officer, HAI, since
President, 1997; Portfolio Manager, HALP, prior
thereto.
ROBERT J.
SANBORN. Portfolio Manager and Analyst, HALP Executive Vice
President and Portfolio Manager (The Oakmark Fund).
JAMES P.
BENSON. Portfolio Manager and Analyst, HALP since 1997;
Co-Portfolio Manager (The Oakmark Director of Equity Research,
Ryan Beck & Co. Small Cap Fund), (broker/dealer and
investment banking), prior thereto.
DAVID G.
HERRO. Portfolio Manager and Analyst, HALP Vice President and
Co-Portfolio Manager (The Oakmark International Fund and The
Oakmark International Small Cap Fund).
CLYDE S.
MCGREGOR. Portfolio Manager and Analyst, HALP Vice President and
Portfolio Manager (The Oakmark Equity and Income
Fund).
WILLIAM
C. NYGREN. Portfolio Manager, HALP Vice President and Portfolio
Manager (The Oakmark Select Fund).
STEVEN J.
REID. Portfolio Manager and Analyst, HALP Vice President and
Co-Portfolio Manager (The Oakmark Small Cap Fund).
MICHAEL
J. WELSH. Portfolio Manager and Analyst, HALP Vice President and
Co-Portfolio Manager (The Oakmark Global Fund, The Oakmark
International Fund and The Oakmark International Small Cap
Fund).
GREGORY
L. JACKSON. Portfolio Manager and Analyst, HALP, since July.
Vice President and Co-Portfolio Manager 1998; Portfolio Manager
and Analyst, Yacktman (The Oakmark Global Fund), Asset
Management, prior thereto.
ANN W.
REGAN. Director of Mutual Fund Operations, HALP, since Vice
PresidentShareholder Operations 1996; Special Projects
Assistant to the General and Assistant Secretary, Counsel, HALP,
1995-1996.
ANITA M.
NAGLER. Chief Operating Officer, HAI, since January 2000,
Secretary, Vice President, HAI and General Counsel,
HALP.
KRISTI L. ROWSELL.
Chief Financial Officer, HAI, since October, 1999; Treasurer,
HALP, since 1996; Tax and Accounting Manager, HALP,
1995-1996.
JOHN J.
KANE. ManagerFund Accounting, HALP Assistant
Treasurer.
Unless
otherwise noted, the business address of each officer and
trustee listed in this table is Two North LaSalle Street, Suite
500, Chicago, Illinois 60602-3790.
At
September 30, 1999, the trustees and officers as a group owned
beneficially less than 1% of Oakmark Fund and the following
percentages of the outstanding shares of each of the other
Funds: Select, 1.26%; Small Cap, 1.78%; Equity and Income,
9.35%; Global, 28.77%; International, 1.31%; and International
Small Cap, 8.29%.
|
# As used in this table, from and after
September 29, 1995
|
|
HALP and HAI refer to the
Adviser and the general partner of the Adviser, respectively,
and prior to that date those terms refer to the Former Adviser
and the general partner of the Former Adviser,
respectively.
|
|
Messrs.
Morgenstern and Voss are trustees who are interested
persons of the Trust as defined in the 1940 Act. They
and Dr. Wilner are members of the executive committee, which
has authority during intervals between meetings of the board
of trustees to exercise the powers of the board, with certain
exceptions.
|
Item
27: Principal
Underwriters
(a)
MML Distributors LLC is the General Distributor of
the Trust Shares. It is also the Distributor of the following
variable insurance contracts.
(b)
MML Distributors, LLC is the general distributor for
the Registrant.
The
following are names and positions of Officers and Member
Representatives of MML Distributors, LLC:
Kenneth
M. Rickson Member representative of G.R. Phelps & Co. Inc.
(5/96); President (5/1/96); CEO (12/22/97); Main OSJ Supervisor
(12/22/97), MML Distributors, LLC, 1414 Main Street,
Springfield, MA 01144; President, MML Investors Services, Inc.,
1414 Main Street, Springfield, MA 01144-1013.
Margaret
Sperry Member representative of Massachusetts Mutual Life
Insurance Company (5/1/96) 1295 State Street, Springfield, MA
01111-0001.
Ronald E.
Thomson Vice President (5/1/96); Vice President (since 1997),
MML Investors Services, Inc., 1414 Main Street, Springfield, MA
01144-1013.
John E.
Forrest Vice President (12/22/97); Vice PresidentNational
Sales (since 1997), Second Vice PresidentField Support
(1983-1997), MML Investors Services, Inc., 1414 Main Street,
Springfield, MA 01144-1013.
Michael
L. Kerley Vice President, Assistant Secretary (5/1/96); Chief
Legal Officer, Chief Compliance Officer and Vice President
(since 1997), MML Investors Services, Inc., 1414 Main Street,
Springfield, MA 01144-1013.
James T.
Bagley Treasurer (12/22/97); Chief Financial Officer (since
1999), Controller (1997-1999), MML Investors Services, Inc.,
1414 Main Street, Springfield, MA 01144-1013; Assistant Vice
President (1986-1997), Conning & Company, Hartford,
CT.
Bruce
Frisbie Assistant Treasurer (5/1/96) 1295 State Street,
Springfield, MA 01144; Associate Treasurer, MassMutual Life
Insurance Company, 1295 State Street, Springfield, MA
01111-0001.
Ann F.
Lomeli Secretary (1/96) 1295 State Street, Springfield, MA
01111; Senior Vice President and Secretary, MassMutual Life
Insurance Company, 1295 State Street, Springfield, MA
01111-0001.
Robert Rosenthal
Compliance Officer (12/22/97) 1414 Main Street, Springfield, MA
01144.
Kathleen
Dansereau Registration Manager (4/14/99) 1414 Main Street,
Springfield, MA 01144.
Peter
Cuozzo Variable Life Supervisor and Hartford OSJ Supervisor 140
Garden Street, Springfield, MA 01111.
Ann
Melissa Dowling Large Corporate Marketing Supervisor (12/97) 140
Garden Street, Springfield, MA 01111.
(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
|
|
Springfield, Massachusetts 01111-0001
|
|
(With
respect to its services as investment adviser)
|
|
Massachusetts Mutual Life Insurance Company
|
|
Springfield, Massachusetts 01111-0001
|
|
David
L. Babson and Company Inc.
|
|
Cambridge, Massachusetts 02142
|
|
(With
respect to its services as Sub-Adviser)
|
|
(With
respect to its services as Sub-Adviser)
|
|
David
L. Babson and Company, Incorporated
|
|
Springfield, MA 01111-0001
|
|
(With
respect to its services as Sub-Adviser)
|
|
Massachusetts Financial Services Company
|
|
(With
respect to its services as Sub-Adviser)
|
|
Miller
Anderson & Sherrerd, LLP
|
|
West
Conshohocken, PA 19428
|
|
(With
respect to its services as Sub-Adviser)
|
|
J.P.
Morgan Investment Management Inc.
|
|
(With
respect to its services as Sub-Adviser)
|
|
Waddell
& Reed Asset Management Company
|
|
Shawnee
Mission, KS 66201-9217
|
|
(With
respect to its services as Sub-Adviser)
|
|
Deutsche Asset Management Company
|
|
(With
respect to its services as Sub-Adviser)
|
|
388
Market Street, Suite 200
|
|
(With
respect to its services as Sub-Adviser)
|
|
Davis
Selected Advisers, L.P.
|
|
2949
East Elvira Road, Suite 101
|
|
(With
respect to its services as Sub-Adviser)
|
|
Two
North LaSalle Street, Suite 500
|
|
(With
respect to its services as Sub-Adviser)
|
|
Janus
Capital Corporation
|
|
(With
respect to its services as Sub-Adviser)
|
|
T. Rowe
Price Associates, Inc.
|
|
(With
respect to its services as Sub-Adviser)
|
|
Springfield, MA 01144-1013
|
|
(With
respect to its services as Sub-Administrator, Transfer Agent
and Custodian)
|
|
Investors Bank & Trust Company
|
|
Boston,
Massachusetts 02116
|
|
(With
respect to their services as counsel)
|
|
Boston,
Massachusetts 02110
|
Item
29: Management
Services
Not
Applicable.
Item
32: Undertakings
(a)
The Registrant hereby undertakes to call a meeting
of shareholders for the purposes of voting upon the question of
removal of a trustee or trustees, and to assist in
communications with other shareholders as required by Section
16(c) of the Securities Act of 1933, as amended, but only where
it is requested to do so by the holders of at least 10% of the
Registrants outstanding voting securities.
(b)
The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrants latest annual report to shareholders, upon
request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act, as amended,
the Registrant has duly caused this post-effective amendment to
the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Springfield
and the Commonwealth of Massachusetts as of the 28th day of
April, 2000.
|
MASS
MUTUAL
INSTITUTIONAL
FUNDS
|
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities as indicated as of the
28th day of April, 2000.
Signature
|
|
Title
|
|
|
/s/ STUART
H. REESE
Stuart H. Reese |
|
Chairman and Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Richard G. Dooley |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Ronald J. Abdow |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Richard H. Ayers |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Mary
E. Boland |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
David E. A. Carson |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Richard W. Greene |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Beverly L. Hamilton |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
F.
William Marshall, Jr. |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Charles J. McCarthy |
|
Trustee |
|
|
/s/ STEPHEN
L. KUHN
*
Robert J. OConnell |
|
Trustee |
|
|
/s/ J. SPENCER
WILLIAMS
J.
Spencer Williams |
|
Chief
Financial Officer and Treasurer |
|
|
/s/ STEPHEN
L. KUHN
*By:
Attorney-in-Fact |
|
|
INDEX
TO EXHIBITS
Exhibit No. |
|
Title of Exhibit |
D(3) |
|
Investment Sub-Advisory Agreement dated as of May 1,
2000 between MassMutual and
OppenheimerFunds, Inc. with respect to MassMutual International
Equity Fund |
|
|
D(8) |
|
Investment Sub-Advisory Agreement between Davis
Selected Advisers, L.P. and MassMutual with
respect to MassMutual Large Cap Value Fund effective as of May
1, 2000 |
|
|
D(9) |
|
Investment Sub-Advisory Agreement between Janus Capital
Corporation and MassMutual with
respect to MassMutual Aggressive Growth Fund effective as of May
1, 2000 |
|
|
D(10) |
|
Investment Sub-Advisory Agreement between Harris
Associates L.P. and MassMutual with respect
to MassMutual Focused Value Fund effective as of May 1,
2000 |
|
|
D(11) |
|
Form of
Investment Sub-Advisory Agreement between T. Rowe Price
Associates, Inc. and
MassMutual with respect to MassMutual Mid Cap Growth Equity II
Fund |
|
|
D(12) |
|
Investment Sub-Advisory Agreement between RS Investment
Management, L.P. and MassMutual
regarding MassMutual Emerging Growth Fund effective as of May 1,
2000 |
|
|
D(13) |
|
Investment Sub-Advisory Agreement between MassMutual
and Bankers Trust Company regarding
MassMutual Indexed Equity Fund dated as of May 1,
2000 |
|
|
D(14) |
|
Investment Sub-Advisory Agreement between MassMutual
and Bankers Trust Company regarding
MassMutual OTC 100 Fund dated as of May 1, 2000 |
|
|
E |
|
Amended
and Restated General Distributors Agreement between
MassMutual and MML
Distributors, LLC dated as of May 1, 2000 |
|
|
F |
|
Deferred Compensation Plan for Trustees of
Registrant |
|
|
I(3) |
|
Opinion
of Counsel and Consent |
|
|
J |
|
Consent
of Deloitte & Touche LLP |
|
|
N |
|
Amended
and Restated Rule 18f-3 effective as of May 1, 2000 |
© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission