MASSMUTUAL INSTITUTIONAL FUNDS, 485APOS, 2000-02-16

MASSMUTUAL INSTITUTIONAL FUNDS
485APOS, 2000-02-16

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (NO. 33-73824) UNDER THE
SECURITIES ACT OF 1933
Investment Company Act File No. 811-8274

Pre-Effective Amendment No.

Post-Effective Amendment No. 12
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 14

MASSMUTUAL INSTITUTIONAL FUNDS

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

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

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

Name and Address of Agent for Service
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)
[_] on May 1, 2000 pursuant to paragraph (b)
[_] 60 days after filing to pursuant to paragraph (a) of Rule 485
[_] on [date] pursuant to paragraph (a)(1) of rule 485
[X] 75 days after filing pursuant to paragraph (a)(2)
[_] on [date] pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

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

TO: THE SECURITIES AND EXCHANGE COMMISSION

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Registrant is amended or superseded hereby.

We have elected to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940. We expect to file our
Rule 24f-2 notice for the period ended December 31, 1999, on or before March 31,
2000.

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. The prospectus is not an +
+offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 16, 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(R) 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 & Poor's(R), S&P(R) and Standard & Poor's 500(R) 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 & Poor's
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

- 1 -
<PAGE>

<TABLE>
<S> <C>
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........................................ 47
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
Deutsche Asset Management.............................................. 49
Harris Associates, L.P. ............................................... 50
RS Investment Management, Inc. ........................................ 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
Distributions.......................................................... 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......... 71
</TABLE>

- 2 -
<PAGE>

Summary Information

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

. Investment objectives.

. 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.

. Fees and Expenses.

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

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 similar investment
objectives as the Fund. The Performance Charts for those Sub-Advisers reflect
the Sub-Adviser's 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 two categories of
expenses, Shareholder Fees and Annual Fund Operating Expenses. Shareholder Fees
refer to fees paid directly from your investment, such as up front or
contingent sales charges. 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 Fund's assets, which means
you pay them indirectly.

- 3 -
<PAGE>

MassMutual Prime Fund

Investment Objective

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

The Prime Fund is not a money market fund.

Principal Investment Strategies 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 Fund's
holdings do not have the highest rating. The Fund's principal investments
include:

. commercial paper and other corporate obligations;

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

. certificates evidencing participation in bank loans; and

. certificates of deposit and bankers' acceptances.

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

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

[CHART]

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 because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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 Bills/\ 4.74% 5.21% 5.06%
</TABLE>

* 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.

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

- 4 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .45% .55% .70% .95%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

(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 Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 5 -
<PAGE>

MassMutual Short-Term Bond Fund

Investment Objective

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

Principal Investment Strategies 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 Fund's portfolio "duration" is the average of the periods remaining for
payments of principal and interest on the Fund's debt securities, weighted by
the dollar amount of each payment. The Fund's portfolio duration is estimated
to be generally less than three years. The Sub-Adviser, David L. Babson, may
increase the portfolio's 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 portfolio's duration may be
decreased.

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
[CHART]

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 because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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/\ 2.98% 6.47% 6.56%
</TABLE>

/\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.

- 6 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .54% .59% .74% .99%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 7 -

<PAGE>

MassMutual Core Bond Fund

Investment Objective

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

Principal Investment Strategies 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 Fund's investments may be illiquid at the time
of purchase.

The Fund's investment Sub-Adviser, David L. Babson, intends for the Fund's
duration to match (within 10%) the duration of the Lehman Brothers Aggregate
Bond Index. The Fund has substituted the Lehman Brothers Aggregate Bond Index
for its previous benchmark, Lehman Brothers Government/Corporate Bond Index to
better reflect the Fund's strategy to match within 10% of this new Index.

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

[CHART]
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 because the Fund's returns
may deviate from the broad market over different time periods.
<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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 Index/\ -0.82% 7.73% 7.70%
Lehman Brothers Government/Corporate Bond Index/\/\ -2.15% 7.60% 7.65%
</TABLE>

/\ 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 Fund's 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.

- 8 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .59% .64% .79% 1.04%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 9 -

<PAGE>

MassMutual Diversified Bond Fund

Investment Objective

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

Principal Investment Strategies and Risks

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

. Public bonds;

. Private placement bonds, including securities issued pursuant to Rule 144A;

. Mortgage-backed securities, including commercial mortgage-backed securities;

. Asset-backed securities;

. Residential whole loan mortgage pools;

. Commercial mortgage loans;

. U.S. Treasury futures and forward contracts;

. Fully hedged foreign securities;

. Interest rate and currency swaps;

. Commercial paper; and

. Options on fixed income investments, including swaptions and interest rate
caps and floors.

The average credit quality of the Fund will not be less than BBB-/Baa3. In
determining the credit quality of assets that are not rated by an independent
credit rating firm, the Fund's 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 be within 5% of the duration of the
Lehman Brothers Intermediate Aggregate Bond Index.

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 Fund's returns have deviated from the broad market.

- 10 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S* Class Y* Class L* Class A*
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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 .14% .19% .34% .34%
Total Annual Fund Operating
Expenses(/1/)(/2/) .64% .69% .84% 1.09%

* Annualized.

(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. Without the
fee cap, based on the annualized expenses for the Fund's first fiscal year
ending December 31, 1999, Total Annual Fund Operating Expenses would be:
Class S Class Y Class L Class A
.74% .80% .94% 1.19%
</TABLE>

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class S $ 65 $205 $357 $ 798
Class Y $ 71 $221 $384 $ 858
Class L $ 86 $268 $466 $1,036
Class A $111 $347 $601 $1,327
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 11 -
<PAGE>

MassMutual Balanced Fund

Investment Objective

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

Principal Investment Strategies and Risks

The Fund's 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 Fund's Sub-Adviser, David L. Babson, about each
segment's potential for returns in relation to the corresponding risk. These
adjustments normally will be made in a gradual manner over a period of time.
Under normal circumstances at least 25% of the Fund's total assets will be
invested in debt securities. In addition, under normal circumstances, no
investment will be made that would result in more than 35% of the Fund's net
assets being invested in the Prime Segment, more than 35% in the Core Bond
Segment or more than 65% in the Core Equity Segment. In unusual circumstances,
the Fund may invest up to 70% of its total assets in the Equity Segment or up
to 50% of its total assets in the Core Bond Segment.

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 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 because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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/\ 21.04% 28.56% 18.21%
Lipper Balanced Fund Index/\ 8.98% 16.27% 12.14%
Lehman Brothers Aggregate Bond Index -0.82% 7.73% 7.70%
Lehman Brothers/\Government/Corporate Bond Index/\ -2.15% 7.60% 7.65%
</TABLE>

+ 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.

/\The S&P 500(R) 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 Fund's 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.

- 12 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .58% .74% .89% 1.14%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 13 -
<PAGE>

MassMutual Core Equity Fund

Investment Objective

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

Principal Investment Strategies 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 Fund's investment Sub-Adviser, David L.
Babson, follows a "value" approach that favors the stocks of companies having
below average share price to company earnings ("P/E") ratios and higher
dividend yields relative to their industry groups. The Fund generally invests
in the publicly traded stock of companies with market capitalizations greater
than $2 billion and a history of operations of five years or more. The Fund may
also invest a portion of the Fund's 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 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 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 because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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/\ 21.04% 28.56% 18.21%
</TABLE>

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

- 14 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .58% .68% .83% 1.08%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 15 -
<PAGE>

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(R). 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 Fund's investment strategy is to select these companies
for the long-term.

The Fund may also invest in foreign securities and use derivatives as a hedge
against currency risks.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging 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 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 Fund's returns
have deviated from the broad market.

- 16 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Class S $ 77 $240
Class Y $ 86 $268
Class L $101 $315
Class A $126 $394
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

Davis Prior Performance -- Similar Accounts*

The bar chart illustrates the variability of returns achieved by Davis for its
similar accounts.

Class S Shares

[CHART]

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 18.08%

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.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
Class S* 18.08% 26.80% 18.97%
Class Y* 17.99% 26.71% 18.88%
Class L* 17.84% 26.56% 18.73%
Class A* 17.59% 26.31% 18.48%
S&P 500 Index/\ 21.04% 28.56% 18.21%
</TABLE>

* Performance shown is a composite of all portfolios managed by Davis with
similar investment objectives and policies and without significant client-
imposed restrictions, adjusted to reflect the fees and expenses of each of the
Fund's share classes. The bar chart is adjusted for Class S expenses. Davis
composite includes performance of the Selected American Shares, which is
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.

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

- 17 -
<PAGE>

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 securities of companies that make up the S&P 500 Index(R). The
Fund, through its Investment Sub-Adviser, Deutsche Asset Management, generally
purchases securities in proportions that match their index weights. This is the
basis of achieving capitalization-weighted total rate of return. Each company's
shares contribute to the Fund's overall return in the same proportion as the
value of its shares contributes to the S&P 500 Index(R). 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(R) 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

[CHART]
1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 .56%
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 Fund's returns
will differ from the S&P 500(R) Index, due, in part, to the fees and expenses
of the Fund.

<TABLE>
<CAPTION>
Since
One Five Inception
Year Years (7/93)
<S> <C> <C> <C>
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/\ 21.04% 28.56% 22.46%
</TABLE>

* 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 Fund's 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.

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

- 18 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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%
</TABLE>

* Annualized

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 19 -
<PAGE>

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 Fund's 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-Adviser's large group of equity
research analysts.

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

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

. a strong industry position, where there is potential for high profit margins
and/or substantial barriers to 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 Fund's returns have deviated from the broad market.

- 20 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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 .10% .16% .31% .31%
Total Annual
Fund Operating Expenses(/1/)(/2/) .78% .84% .99% 1.24%

* Annualized

Class S Class Y Class L Class A
.97% 1.12% 1.25% 1.50%
</TABLE>

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class S $ 80 $249 $433 $ 965
Class Y $ 86 $268 $466 $1,036
Class L $101 $315 $547 $1,211
Class A $126 $394 $681 $1,498
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

MFS Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by MFS for its
similar accounts.
Class S Shares

[CHART]

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%

During the periods shown above, the highest quarterly return was 28.33% for the
quarter ended December 31, 1999 and the lowest was -25.19% for the quarter
ended September 30, 1990.

MFS Average Annual Total Returns for Similar Accounts*

(for the periods ended December 31, 1999)

The table compares MFS' investment results for similar accounts to that of an
index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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%
S&P 500 Index/\ 21.04% 28.56% 18.21%
</TABLE>

* Performance shown is a composite of all portfolios managed by MFS with
similar investment objectives and policies and without significant client-
imposed restrictions, adjusted to reflect the fees and expenses of each of the
Fund's share classes. The bar chart is adjusted for Class S expenses. MFS'
composite includes performance of the Fund since its inception May 3, 1999, and
of the Massachusetts Investors Growth Stock Fund, which is also registered
under the 1940 Act. The quoted performance does not represent the historical
performance of the MassMutual Growth Equity 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.

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

- 21 -
<PAGE>

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 Fund's 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 Fund's
investment objective.

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 Fund's
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 Fund's returns
have deviated from the broad market.

- 22 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Class S $86 $268
Class Y $96 $300
Class L $111 $347
Class A $137 $425
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

Janus Prior Performance - Similar Account

The bar chart illustrates the variability of returns achieved by Janus for its
similar account.

Class S Shares

[CHART]

1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 N/A
1995 N/A
1996 21.90%
1997 26.90%
1998 57.14%
1999 100.29%

During the periods shown above, the highest quarterly return was 51.70% for the
quarter ended December 31, 1999 and the lowest was -7.90% for the quarter ended
September 30, 1998.

Janus Average Annual Total Returns for Similar Account

(for the periods ended December 31, 1999)

The table compares Janus' investment results for a similar account to that of
an index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
Since
One Inception
Year 1/96
<S> <C> <C>
Janus Capital Corporation
Class S* 100.29% 48.54%
Class Y* 100.19% 48.44%
Class L* 100.04% 48.29%
Class A* 99.79% 48.03%
S&P 500 Index 21.04% 26.39%
</TABLE>

* Performance shown is the composite of all portfolios managed by Janus with
substantially similar investment objectives, policies and strategies and
without significant client-imposed restrictions, adjusted to reflect the fees
and expenses of each of the Fund's share classes. The bar chart is adjusted for
Class S expenses. Janus' composite is based on 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.

/\ 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.

- 23 -
<PAGE>

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 securities of companies included in the NASDAQ 100 Index(R),
which is generally recognized as representative of the over-the-counter market.
The NASDAQ 100 Index(R) 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(R) does not incur expenses and cannot be purchased directly by investors.

The Fund through its Investment Sub-Adviser, Deutsche Asset Management,
generally purchases securities in proportions that match their index weights.
This is the basis of achieving a capitalization-weighted total rate of return.
Each company's shares contribute to the Fund's overall return in the same
proportion as the value of its shares contributes to the NASDAQ 100 Index(R).
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 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, as demonstrated by the bar chart which
shows the annual returns of the NASDAQ 100 Index(R).

[CHART]

1990 -10.43%
1991 64.99%
1992 8.87%
1993 10.58%
1994 1.50%
1995 42.54%
1996 42.54%
1997 20.63%
1998 85.31%
1999 101.95%

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund is new, there is no table which shows how the Fund's returns
have deviated from the broad market. However, the average annual total returns
for the NASDAQ 100 Index(R) is provided for an investor's reference.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
NASDAQ 100 Index(R)* 101.95% 55.77% 32.41%
</TABLE>

* NASDAQ 100 Index(R) is a registered service mark of the NASDAQ Stock Market,
Inc. ("NASDAQ"). The NASDAQ 100 Index(R) 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(R) or
its use of any data included therein.

- 24 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Class S $55 $173
Class Y $65 $205
Class L $81 $252
Class A $106 $331
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 25 -
<PAGE>

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 Fund's net asset value and its total return. See "Non-
Diversification Risk" described on page 42.

The Fund's 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 Fund's 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 Fund's returns
have deviated from the broad market.

- 26 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Class S $81 $252
Class Y $91 $284
Class L $106 $331
Class A $132 $409
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.
Harris Associates Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by Harris for its
similar accounts.

Class S Shares

[CHART]

1990 N/A
1991 N/A
1992 37.91%
1993 26.96%
1994 -4.47%
1995 39.79%
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.

<TABLE>
<CAPTION>
Since
One Five Inception
Year Years 1/91
<S> <C> <C> <C>
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/\ 24.14% 19.43% 18.98%
</TABLE>

* Performance shown is a composite of all portfolios managed by Harris
Associates with similar investment objectives and policies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of each of the Fund's share classes. The bar chart is adjusted for
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.

/\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.

- 27 -
<PAGE>

MassMutual Small Cap Value Equity Fund

Investment Objective

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

Principal Investment Strategies 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. The Fund generally invests in publicly traded stocks of companies
with market capitalizations in the range of companies in the Russell 2000 Index
(currently between approximately $5 million and approximately $7.0 billion),
the Fund's benchmark. Normally, however, at least 65% of the Fund's investments
will be in small cap companies. For these purposes, the Fund treats as "small
cap" those companies with market capitalizations of up to $1.5 billion at the
time of purchase. The Fund's Sub-Adviser, David L. Babson will not
automatically sell or cease to purchase the stock of a company it already owns
just because the company's 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
[CHART]
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 -9.02%
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 because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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/\ 21.26% 16.69% 13.40%
</TABLE>

/\ 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.

- 28 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) .68% .78% .93% 1.18%
</TABLE>

* Annualized.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 29 -
<PAGE>

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 stock's growth prospects.

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 Fund's returns have deviated from the broad market.

A Note about Performance: The Fund's investments in initial public offerings
("IPOs") may have a significant impact on the Fund's returns during its start-
up period. The impact of IPOs would not be expected to be as great as the
Fund's assets grow.

- 30 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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 .10% .17% .32% .32%
Total Annual Fund Operating
Expenses(/1/)(/2/) .80% .87% 1.02% 1.27%

* Annualized.

(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. Without the
fee cap, based on the annualized expenses for the Fund's first fiscal year
ending December 31, 1999, Total Annual Fund Operating Expenses would be:

<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
.89% .98% 1.12% 1.36%
</TABLE>

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class S $ 82 $255 $444 $ 989
Class Y $ 89 $278 $482 $1,071
Class L $104 $325 $563 $1,246
Class A $129 $403 $697 $1,532
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

MAS Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by MAS for its
similar accounts.

Class S Shares

[CHART]
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%

During the periods shown above, the highest quarterly return was 39.31% for the
quarter ended December 31, 1999 and the lowest was -19.80% for the quarter
ended September 30, 1990.

MAS Average Annual Total Returns for Similar Accounts*

(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.

<TABLE>
<CAPTION>
Since
One Five Inception
Year Years 4/90
<S> <C> <C> <C>
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 Index/\ 24.14% 19.43% 15.81%
</TABLE>

* Performance shown is a composite of all portfolios managed by MAS with
similar investment objectives and policies and without significant client
imposed restrictions, adjusted to reflect the fees and expenses of each of the
Fund's share classes. The bar chart is adjusted for Class S expenses. MAS'
composite includes performance of the Fund since its inception May 3, 1999, and
of the MAS Funds Mid Cap Growth Portfolio, which is registered under the 1940
Act. The quoted performance does not represent the historical performance of
the MassMutual Mid Cap 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.

/\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.

- 31 -
<PAGE>

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
Fund's assets in a diversified portfolio of common stocks of mid-cap companies
whose earnings the Fund's 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 company's 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.

These Risks are described beginning on page 40.

Annual Performance

The Fund began operations May 1, 2000, and therefore have 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 Fund's returns
have deviated from the broad market.

- 32 -

<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class S $ 87 $271 $471 $1,048
Class Y $ 96 $300 $520 $1,153
Class L $111 $347 $601 $1,327
Class A $137 $425 $734 $1,610
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

T. Rowe Price
Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by T. Rowe Price
for its similar accounts.

Class S Shares
[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 Price's investment results for its similar accounts
to that of an index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
Since
One Five Inception
Year Years 7/92
<S> <C> <C> <C>
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%
Russell 2500 Index/\ 24.14% 19.43% 17.11%
</TABLE>

* Performance shown is a composite of all portfolios managed by T. Rowe Price
with similar investment objectives and policies and without significant client
imposed restrictions, adjusted to reflect the fees and expenses of each of the
Fund's share classes. The bar chart is adjusted for Class S expenses. T. Rowe
Price's composite includes performance 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.

/\ 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.

- 33 -
<PAGE>

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 purposes. The Fund will generally buy companies whose market
capitalization is greater than $100 million, but less than $1.5 billion at the
time of purchase. The Fund is not required to invest in dividend paying stocks,
since current income is not an objective of the Fund. Two Sub-Advisers manage
the Fund, each 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 company's 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 Fund's portfolio to typically have
lower than 50% annual turnover.

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 Fund's returns have deviated from the broad market.

- 34 -

<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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 .13% .27% .42% .42%
Total Annual Fund Operating
Expenses(/1/)(/2/) .95% 1.09% 1.24% 1.49%

* Annualized.

<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
1.19% 1.31% 1.52% 1.79%
</TABLE>

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class S $ 97 $303 $525 $1,165
Class Y $111 $347 $601 $1,327
Class L $126 $393 $681 $1,497
Class A $152 $471 $813 $1,776
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

J.P. Morgan and Waddell & Reed Prior
Performance--Similar Accounts*

The bar chart illustrates the variability of returns achieved by each Sub-
Adviser and how they have differed.
Class S Shares

[CHART]

J.P. Morgan Waddell & Reed
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%

<TABLE>
<CAPTION>
Highest Quarter Lowest Quarter
<S> <C> <C>
J.P. Morgan 43.37%, 4Q 1999 -21.94%, 3Q 1998
Waddell & Reed 44.12%, 4Q 1999 -18.05%, 3Q 1990
</TABLE>

J.P. Morgan and Waddell & Reed Average
Annual Total Returns for Similar Accounts*

(for the periods ended December 31, 1999)

The table compares each Sub-Adviser's investment results for its similar
accounts to an index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
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 Index/\ 21.26% 16.69% 13.40%
</TABLE>

* Performance shown is the composite of all portfolios managed by each of the
Fund's Sub-Advisers with similar investment objectives and policies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of each of the Fund's share classes. The bar chart is adjusted for
Class S expenses. Each Sub-Adviser's composite includes the return for the
portion of the Funds' portfolio which it manages. The quoted performance does
not represent the historical performance of the MassMutual Small Cap Growth
Equity 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.

/\ 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.

- 35 -
<PAGE>

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 Fund's investments
will be in companies with market capitalizations of $1.5 billion or less.

RS Investment Management ("RS"), the Fund's 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 company's growth rate deteriorates or its performance disappoints,
if its price appears overvalued, or if there has been an unfavorable change in
the issuer's management. The Fund may also sell a security if institutional
ownership increases substantially.

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 Fund's returns
have deviated from the broad market.

- 36 -

<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from your
investment) None None None None
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%
</TABLE>

(1) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the first fiscal year of the Fund.

Examples

<TABLE>
<CAPTION>
1 3
Year Years
<S> <C> <C>
Class S $ 91 $284
Class Y $101 $315
Class L $116 $362
Class A $142 $440
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

RS Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by RS for its
similar accounts.

Class S Shares

[CHART]

1990 8.68%
1991 57.80%
1992 -3.44%
1993 6.33%
1994 7.07%
1995 19.42%
1996 20.64%
1997 17.67%
1998 28.73%
1999 179.00%

During the periods shown above, the highest quarterly return was 74.28% for the
quarter ended December 31, 1999 and the lowest was -23.32% 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.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
Class S* 179.00% 43.52% 27.64%
Class Y* 178.90% 43.41% 27.54%
Class L* 178.75% 43.26% 27.38%
Class A* 178.50% 42.99% 27.12%
Russell 2000 Index/\ 21.26% 16.69% 13.40%
</TABLE>

* Performance shown is a composite of all portfolios managed by RS Investment
Management with similar investment objectives and policies and without
significant client imposed restrictions, adjusted to reflect the fees and
expenses of each of the Fund's share classes. The bar chart is adjusted for
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.

- 37 -
<PAGE>

MassMutual International Equity Fund

Investment Objective

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

The Fund seeks to achieve its objective by having at least 75% of its total
assets invested in stocks traded primarily in foreign markets, including
markets in Europe, Latin America and Asia. The Fund's Sub-Adviser,
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

. Natural Resources.

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 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 Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
Since
One Five Inception
Year Years (8/91)
<S> <C> <C> <C>
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/\ 26.96% 12.83% 11.04%
</TABLE>

/\ 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.

- 38 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class S Class Y Class L* Class A
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid directly from
your investment) None None None None
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/)(/2/) 1.07% 1.10% 1.25% 1.50%
</TABLE>

* Annualized

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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
</TABLE>

Since the Fund does not impose any Shareholder Fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

- 39 -
<PAGE>

Summary of Principal Risks

The value of your investment in a Fund changes with the values of the
investments in a Fund's portfolio. Many things can affect those values. Factors
that may have an important or significant affect on a particular Fund's
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 Fund's Core
Bond Segment and the Diversified Bond Fund are subject to market risk
because they invest some or all of their assets in debt securities. Debt
securities are obligations of an issuer to pay principal and/or interest at
a specified interest rate over a predetermined period. If interest rates
rise close to or higher than the specified rate, those securities are likely
to be worth less and the value of the Funds will likely fall. If interest
rates fall, most securities held by Funds paying higher rates of interest
will likely be worth more, and the Fund's value will likely increase.

This kind of market risk, also called interest rate risk, is generally
greater for debt securities with longer maturities and portfolios with
longer durations. Even the highest quality debt securities are subject to
interest rate risk. 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 issuer's goods or services.

. Credit Risk. All the Funds are subject to credit risk. This is the risk that
the issuer or

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

- 40 -
<PAGE>

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 Fund's 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 Fund's 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.

. Tracking Error Risk There are several reasons that the Index Equity Fund's or
the OTC 100 Fund's 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 Fund's 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

- 41 -
<PAGE>

Value Equity Fund, the International Equity Fund, the Core Bond Segment of
the Balanced 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 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 Fund's 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 Fund's net asset
value. In addition, the Fund's net asset value can be expected to fluctuate
more than a comparable diversified fund. This fluctuation can also affect the
Fund's performance. The Aggressive Growth Fund and the Focused Value Fund are
actively managed non-diversified funds. Each Fund's 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 Fund's non-U.S.
investments. In the event of nationalization, expropriation or other
confiscation, a Fund could lose its entire investment. Economic downturns in
certain regions, such as Southeast Asia, can also adversely affect other
countries whose economies appear to be unrelated. The Core Bond Fund, the
International Equity Fund, the Large Cap Value 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

- 42 -
<PAGE>

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

. Currency Risk. The Large Cap Value Fund, 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 Fund's investment in foreign
currencies may increase the amount of ordinary income recognized by the
Fund.

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

- 43 -
<PAGE>

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.

. 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.

- 44 -
<PAGE>

Principal Risks by Fund

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

<TABLE>
<CAPTION>
Non- Foreign
Manage- Pre- Diversi- Invest- Smaller Growth Emerging
Market Credit ment payment Liquidity Derivative fication ment Currency Leveraging Company Company Markets
Fund Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 X X X X X X
Indexed Equity
Fund 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
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
<CAPTION>
Tracking
Error
Fund Risk
<S> <C>
Prime Fund
Short-Term Bond
Fund
Core Bond Fund
Diversified Bond
Fund
Balanced Fund
Core Equity Fund
Large Cap Value
Fund
Indexed Equity
Fund X
Growth Equity
Fund
Aggressive
Growth Fund
OTC 100 Fund X
Focused Value
Fund
Small Cap
Value Equity
Fund
Mid Cap Growth
Equity Fund
Mid Cap Growth
Equity II Fund
Small Cap Growth
Equity Fund
Emerging Growth
Fund
International
Equity Fund
</TABLE>

- 45 -
<PAGE>

About the Investment Adviser and Sub-Advisers

Massachusetts Mutual Life Insurance Company ("MassMutual") 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 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,
manages more than $70 billion in assets.

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

- 46 -
<PAGE>

Ronald Desautels __________________________________________________________
Principally responsible for the day-to-day management of the Short-Term
Bond Fund. He has managed the Fund since its inception. He has 23 years of
investment experience and has been associated with MassMutual since 1989.

Walter T. McCormick _______________________________________________________
Principally responsible for the day-to-day management of the Core Equity
Fund and the Core Equity Segment of the Balanced Fund. Mr. McCormick, who
has 15 years of investment experience, joined David L. Babson in June,
1998. He began managing these Funds in July 1998. Prior to that, he
managed equity portfolios for Keystone Investments, Inc.

Paul S. Szczygiel _________________________________________________________
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.

OppenheimerFunds, Inc. 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.

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

William Wilby _____________________________________________________________
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") 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.

Stephen Pesek _____________________________________________________________
Primarily responsible for the day-to-day management of the portfolio of
the Growth Equity Fund. Mr. Pesek has been a portfolio manager with MFS
since 1994. Mr. Pesek is a vice president of MFS and manages other
portfolios with similar investment objectives to the Fund.

- 47 -
<PAGE>

Miller Anderson & Sherrerd, LLP manages the investments of the Mid Cap Growth
Equity Fund. Miller Anderson & Sherrerd, LLP ("MAS"), a Pennsylvania limited
liability partnership founded in 1969, is a wholly-owned indirect subsidiary of
Morgan Stanley Dean Witter & Co., and a division of Morgan Stanley Dean Witter
Investment Management. As of December 31, 1999, Morgan Stanley Dean Witter
Investment Management had in excess of $170 billion in assets under management.

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

David P. Chu ______________________________________________________________
A vice president of Morgan Stanley Dean Witter & Co., Mr. Chu assists Ms.
Armstrong in the day-to-day management of the Mid Cap Growth 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. 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.

Marion U. Pardo ___________________________________________________________
Ms. Pardo, an investment professional with J.P. Morgan since 1968, 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.

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

Waddell & Reed Investment Management Company manages 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.

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

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

Janus Capital Corporation 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.

Claire Young ______________________________________________________________
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. manages the investments of the Mid Cap Growth
Equity II Fund. T. Rowe Price has been managing assets since 1937. T. Rowe
Price manages approximately $180 billion in assets under management, with more
than $4.7 billion under management in a similarly managed registered investment
company.

Brian W.H. Berghuis _______________________________________________________
Primarily responsible for the day-to-day management of the Mid Cap Growth
Equity II Fund. Mr. Berghuis is a Chartered Financial Analysis and
chairman of the investment advisory committee. He joined T. Rowe Price in
1985.

Davis Selected Advisers, L.P. manages the investments of the Large Cap Value
Fund. Davis has approximately $26 billion in assets under management, with more
than $3.49 billion under management in a similarly managed registered
investment company.

Christopher C. Davis ______________________________________________________
Co-manager of the Large Cap Value Fund. Mr. Davis is Director and Vice
President of Davis. He joined Davis Selected Advisers, L.P. in 1991 as a
research analyst.

Kenneth C. Feinberg _______________________________________________________
Co-manager of the Large Cap Value Fund. Mr. Feinberg is a portfolio
manager of Davis Selected Advisers since 1994. Previously, he was
Assistant Vice President at the Continental Corporation, and prior to that
he worked as a capital and business analyst at General Foods Corporation.

Deutsche Asset Management manages the investments of the Indexed Equity Fund
and the OTC 100 Fund. Deutsche Asset Management is the marketing name of
Bankers Trust Company, which has assets under management in excess of $650
billion. Bankers Trust Company was acquired by 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

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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. 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.

Robert Levy _______________________________________________________________
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, Inc. 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.

James L. Callinan _________________________________________________________
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 Fund's investment
objective and strategies. MassMutual will not rely on this authority for any
Fund until the SEC has granted the exemption and the Fund's shareholders have
approved this arrangement.

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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 Fund's 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
. 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
Investor's 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.

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Class Y Shares

Eligible Purchasers. Class Y shares may be purchased by:

. Non-qualified deferred compensation plans;
. Registered mutual funds;
. Qualified plans under Code Section 401(a), Code Section 403(b) plans, Code
Section 457 plans and other retirement plans, where plan assets of the
employer generally 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
Investor's money is invested in the Fund or Funds of its choice. Class L shares
do not have deferred sales charges or any Rule 12b-1 distribution or service
fees.

Class A Shares

Eligible Purchasers. Class A shares may be purchased by:

. Qualified plans under Code Section 401(a), Code Section 403(b) plans, Code
Section 457 plans and other retirement plans;
. Individual retirement accounts described in Code Section 408; 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
Investor's 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 Fund's average daily net assets attributable to
Class A shares. Distribution fees may be paid to brokers or

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

Compensation 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.

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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 Fund's assets;
. a pattern of exchanges occurs which coincides with a market timing strategy
which may be disruptive to the Fund; or
. the Fund would be unable to invest the Funds effectively based on its
investment objectives and policies, or if the Fund would be adversely
affected.

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

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

Determining Net Asset Value

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

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

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.

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Taxation and Distributions

Each Fund intends to continue to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. As a regulated investment
company, a Fund will not be subject to Federal income taxes on its ordinary
income and net realized capital gain distributed to its shareholders. In
general, a Fund that fails to distribute at least 98% of such income and gain
in the calendar year in which earned will be subject to a 4% excise tax on the
undistributed amount. Many investors, including most tax qualified plan
investors, may be eligible for preferential Federal income tax treatment on
distributions received from a Fund and dispositions of Fund shares. This
Prospectus does not attempt to describe in any respect such preferential tax
treatment. Any prospective investor that is a trust or other entity eligible
for special tax treatment under the Code that is considering purchasing shares
of a Fund, including either directly or indirectly through a life insurance
company separate investment account, should consult its tax advisers about the
Federal, state, local and foreign tax consequences particular to it, as should
persons considering whether to have amounts held for their benefit by such
trusts or other entities investing in shares of a Fund.

Investors that do not receive preferential tax treatment are subject to Federal
income taxes on distributions received in respect of their shares.
Distributions of the Fund's ordinary income and short-term capital gains (i.e.
gains from capital assets held for one year or less) are taxable to the
shareholder as ordinary income whether received in cash or additional shares.
Certain designated dividends may be eligible for the dividends-received
deduction for corporate shareholders. Designated capital gain dividends
(relating to gains from capital assets held for more than one year) are taxable
as long-term capital gains in the hands of the investor whether distributed in
cash or additional shares and regardless of how long the investor has owned
shares of the Fund. The nature of each Fund's distributions will be affected by
its investment strategies. A Fund whose investment return consists largely of
interest, dividends and capital gains from short-term holdings will distribute
largely ordinary income. A Fund whose return comes largely from the sale of
long-term holdings will distribute largely capital gain dividends.
Distributions are taxable to a shareholder even though they are paid from
income or gains earned by a Fund prior to the shareholder's investment and thus
were included in the NAV paid by the shareholder.

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

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

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

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Investment Performance

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

The quoted performance data in this Prospectus for those funds includes the
performance of the separate investment accounts for periods before the
Registration Statement became effective on October 3, 1994. The separate
investment accounts were not registered under the Investment Company Act of
1940, 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 the Growth Equity Fund is based on a composite
of all similar portfolios managed by MFS, the Fund's Sub-Adviser, adjusted to
reflect the fees and expenses of each of the Growth Equity Fund's 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 the Mid Cap Growth Equity Fund is based on a
composite of all other portfolios managed by Miller Anderson & Sherrerd, LLP,
the Mid Cap Growth Equity Fund's Sub-Adviser, adjusted to reflect the fees and
expenses of each of the Fund's 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 similar
investment objectives and policies as the Fund, adjusted to reflect the fees
and expenses of each of the Fund's share classes. Some of these portfolios are
mutual funds registered with the SEC, 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.

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From January 1, 1996, the Waddell & Reed performance information shown is based
on a composite of accounts it manages with substantially similar investment
objectives and policies as the Fund, adjusted to reflect the fees and expenses
of each of the Fund's share classes, including that portion of the Small Cap
Growth Equity Fund which Waddell & Reed managed from the Fund's inception date
of May 3, 1999 through December 31, 1999. From inception of Waddell & Reed's
Small Cap Composite on 4/1/89 through 12/31/95, performance is based on data of
Small Cap style mutual fund portfolios managed by Waddell & Reed.

Davis Selected Advisers, L.P. Performance data shown for the Large Cap Value
Fund is based on a composite of all other similar portfolios managed by Davis,
the Large Cap Value Fund's Sub-Adviser, adjusted to reflect the fees and
expenses of each of the Fund's share classes. Some of these portfolios are
mutual funds registered with the SEC, including Selected American Shares, 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 the Focused Value Fund is
based on a composite of all other similar portfolios managed by Harris
Associates, the Focused Value Fund's Sub-Adviser, adjusted to reflect the fees
and expenses of each of the Fund's 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, Inc. Performance data shown for the Emerging Growth
Fund is based on a composite of all other similar portfolios managed by RS, the
Emerging Growth Fund's Sub-Adviser, adjusted to reflect the fees and expenses
of each of the Fund's share classes. Some of these portfolios are mutual funds
registered with the SEC, 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 the Aggressive Growth
Fund is based on another similar portfolio managed by Janus Capital
Corporation, the Aggressive Growth Fund's Sub-Adviser, adjusted to reflect the
fees and expenses of each of the Aggressive Growth Fund's share classes. This
portfolio is the Janus Olympus Fund, which is a registered mutual fund. The
fund 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 the Mid Cap Growth
Equity II Fund is based on a composite of all other similar portfolios managed
by T. Rowe Price, the Fund's Sub-Adviser, adjusted to reflect the fees and
expenses of each of the Fund's share classes. Some of these portfolios are
mutual funds registered with the SEC, including T. Rowe Price Mid-Cap 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.

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

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<PAGE>

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

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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

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SHORT-TERM BOND FUND

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CORE BOND FUND

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DIVERSIFIED BOND FUND

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BALANCED FUND

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CORE EQUITY FUND

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INDEXED EQUITY FUND

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GROWTH EQUITY

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SMALL CAP VALUE EQUITY FUND

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MID CAP GROWTH EQUITY FUND

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SMALL CAP GROWTH EQUITY FUND

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INTERNATIONAL EQUITY FUND

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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 Fund's managers and
Sub-Advisers (which must price the Funds' investments to deal with the
conversion to the euro) and brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in settlements
and additional costs to the Funds.

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

The Sub-Adviser to the International Equity Fund 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
Fund's holding period. A reverse repurchase agreement is a

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contract pursuant to which a Fund agrees to sell a security and simultaneously
agrees to repurchase it at an agreed-upon price at a stated time. The Statement
of Additional Information provides a detailed description of repurchase
agreements, reverse repurchase agreements and related risks.

Securities Lending

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

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

Hedging Instruments and Derivatives

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

The portfolio managers may normally use derivatives:

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

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

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

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

(1) Forward Contracts - Each Fund may purchase or sell securities on a "when
issued" or delayed delivery basis or may purchase or sell securities on a
forward commitment basis ("forward contracts"). When such transactions are
negotiated, the price is fixed at the time of commitment, but delivery and
payment for the securities can take place a month or more after the
commitment date. The securities so purchased or sold are subject to market
fluctuations and no interest accrues to the purchaser during this period.
While a Fund also may enter into forward contracts with the initial
intention of acquiring securities for its portfolio, it may dispose of a
commitment prior to settlement if MassMutual or the Fund's Sub-Adviser
deems it appropriate to do so.

(2) Currency Transactions - The International Equity Fund, 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

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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 Fund's use of such
instruments, see the Statement of Additional Information.

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

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

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

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

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

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
Fund's portfolio return, or to protect the value of the portfolio, by
offsetting a decline in portfolio value through the options purchased. Writing
options, however, can only constitute a partial hedge, up to the amount of the
premium, and due to transaction costs.

These Funds may also write covered call and put options and purchase call and
put options on stock 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

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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
Fund's current or intended investments from the effects of changes in exchange
rates or market declines. A Fund will incur brokerage fees when it purchases
and sells futures contracts. Futures contracts entail risk of loss in portfolio
value, if the Sub-Adviser is incorrect in anticipating the direction of
exchange rates or the securities markets.

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

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

Restricted and Illiquid Securities

Each Fund may invest up to 15% of its net assets in illiquid securities. These
policies do not limit the purchase of securities eligible for resale to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended, provided that such securities are determined to be liquid
by the Fund or its adviser or Sub-Adviser pursuant to Board-approved
guidelines. If there is a lack of trading interest in particular Rule 144A
securities, a Fund's holdings of those securities may be illiquid, resulting in
the possibility of undesirable delays in selling these securities at prices
representing fair value.

Foreign Securities

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

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

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Portfolio Management

A Fund's 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-Adviser's ability to evaluate particular
securities and anticipate relevant market factors, including interest rate
trends and variations from such trends. If such evaluations and expectations
prove to be incorrect, a Fund's income or capital appreciation could fall and
its capital losses could increase. In addition, high portfolio turnover in any
Fund can result in additional brokerage commissions to be paid by the Fund.

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" funds--they
try to match, as closely as possible, the performance of a target index by
holding the securities in the index. Indexing provides simplicity because it is
a straightforward market-matching strategy. The 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--see Non-Diversification Risk). An index fund's
performance is predictable in that the fund's value is expected to move in the
same direction, up or down, as the target index. The investment Sub-Adviser for
the Indexed Equity Fund and the OTC 100 Fund may use an "optimization" approach
to purchase the securities in the S&P 500 Index and the NASDAQ 100 Index(R),
respectively. This means that not all the securities in the Index will be
acquired. Instead, the investment Sub-Adviser may choose a representative
sample. In this way, the investment Sub-Adviser believes it will achieve better
correlation to the Index by reducing overall transaction costs involved in
buying and selling all the securities in the Index.

Optimization

The Indexed Equity Fund may not hold every one of the stocks in the S&P 500
Index(R) and the OTC 100 Fund may not hold every one of the stocks in the
NASDAQ 100 Index(R). 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(R). Optimization entails that the Funds first buy the stocks that make up
the larger portions of the relevant Index's 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
Fund's 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 Fund's investment policies. To provide
liquidity, for temporary defensive purposes, and to receive an investment
return during such periods, each Fund may invest in investment grade debt
securities, government obligations, or money market instruments.

Industry Concentration

As a general rule, a Fund will not acquire securities of issuers in any one
industry (as

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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 Fund's 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 Fund's assets may be
invested in the securities of a limited number of issuers, some of which may be
within the same economic sector, the Fund's 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 Fund's shares. These
government agencies may also issue derivative mortgage backed securities such
as CMOs.

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

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

Asset-Backed Securities

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

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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 Moody's
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.
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MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111

Learning More About the Funds

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

How to Obtain Information

From MassMutual Institutional Funds: You may request information about the
Funds (including the Annual/Semiannual Reports and the SAI) or make shareholder
inquiries by calling 1-888-309-3539 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 SEC's Public Reference Room in Washington, D.C. (call 1-800-SEC-0330 for
information regarding the operation of the SEC's public reference room). You
can get copies of this information, upon payment of a copying fee, by writing
to the SEC's Public Reference Section, Washington, D.C. 20549-6009.
Alternatively, if you have access to the Internet, you may obtain information
about the Funds from the SEC's Internet site at http://www.sec.gov. When
obtaining information about the Funds from the SEC, you may find it useful to
reference the Funds' SEC file number: 881-8274.
<PAGE>

MASSMUTUAL 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 Prime Fund

. 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

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
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-26

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE INDEXED EQUITY FUND......... B-27

MANAGEMENT OF THE TRUST.................................................... B-28

COMPENSATION............................................................... B-32

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES........................ B-33

INVESTMENT ADVISER AND SUB-ADVISERS........................................ B-34

ADMINISTRATOR AND SUB-ADMINISTRATOR........................................ B-37

THE DISTRIBUTOR............................................................ B-39

CLASS A DISTRIBUTION AND SERVICE PLANS..................................... B-39

CUSTODIAN, DIVIDEND DISBURSING AGENT AND TRANSFER AGENT.................... B-40

INDEPENDENT PUBLIC ACCOUNTANT.............................................. B-40

PORTFOLIO TRANSACTIONS AND BROKERAGE....................................... B-40

SHAREHOLDER INVESTMENT ACCOUNT............................................. B-42

DESCRIPTION OF SHARES...................................................... B-42

REDEMPTION OF SHARES....................................................... B-42

VALUATION OF PORTFOLIO SECURITIES.......................................... B-43

INVESTMENT PERFORMANCE..................................................... B-43

OTHER ADVERTISING ITEMS.................................................... B-47

TAXATION................................................................... B-47

EXPERTS.................................................................... B-49

GLOSSARY................................................................... B-49

APPENDIX--DESCRIPTION OF SECURITIES RATINGS................................ B-50
</TABLE>

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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 19428. 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 124 East Marcy Street,
Santa Fe, New Mexico 87501. The investment sub-adviser for the Focused Value
Fund is Harris Associates, LP ("Harris") 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 Fund's outstanding shares (which, under the Investment
Company Act of 1940 (the "1940 Act") and the rules thereunder and as used in
this Statement of Additional Information and in the Prospectus, means the
lesser of (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

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are present in person or by proxy, or (2) more than 50% of the outstanding
shares of that Fund). The Board of Trustees of the Trust may adopt new or
amend or delete existing non-fundamental investment policies and restrictions
without shareholder approval.

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

Prime Fund

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

Certain money market instruments are available only in relatively large
denominations, and others may carry higher yields if purchased in relatively
large denominations. Also, the Fund's 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 Fund's investment restrictions limit the percentage of the Fund's assets
that may be invested in certain industries or in securities of any issuer.
Accordingly, if the Fund has relatively small net assets and net cash flow
from sales and redemptions of shares, the Fund may be unable to invest in
money market instruments paying the highest yield available at a particular
time.

Short-Term Bond Fund

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

Core Bond Fund

The Core Bond Fund's duration management strategy is to match (within 10%)
the duration of the Lehman Brothers Aggregate Bond Index. The Fund's 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 Fund's duration management strategy is to match (within
5%) the duration of the Lehman Brothers Intermediate Aggregate Bond Index. The
Fund's 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 Fund's assets;

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(c) Residential whole loan mortgage pools cannot exceed 15% of the Fund's
assets; these investments will also be limited geographically based on
population size of the area where the residences are located.

(d) Commercial mortgage loans cannot exceed 25% of the Fund's assets;
these investments will also be limited to 7% for each type of mortgaged
property, and geographically based on the population size of the area where
the properties are located.

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(R) or the NASDAQ 100 Index(R),
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 Fund's 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(R) and the OTC 100 Fund may not hold every one of the
stocks in the NASDAQ 100 Index(R). 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(R). Optimization entails that the Funds
first buy the stocks that make up the larger portions of the relevant Index's
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 Fund's 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(R) or the NASDAQ 100 Index(R),
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 Fund's 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 Fund's 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 Fund's sub-adviser may continue to hold such
security if it determines that to do so is in the Fund's best interest.

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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 Fund's 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 Fund's 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 Fund's
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 Fund's
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 Fund's 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

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

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

Roll Transactions

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

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

Short-Term Debt Securities

Bank Obligations. The Funds may invest in bank obligations, including
certificates of deposit, time deposits, banker's 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.

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Certificates of deposit ("CD's") 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
or for temporary purposes when there is an unexpected level of shareholder
purchases or redemptions. 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 Moody's 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 Moody's or "AA" by S&P; (v) repurchase
agreements; and (vi) short-term, U.S. dollar-denominated obligations of
foreign banks (including U.S. branches) that, at the time of investment have
more than $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 Fund's net assets would be invested in such obligations.

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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 Fund's 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 fund's 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 Fund's restring 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-

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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 Fund's 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

B-10
<PAGE>

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 security's 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 Fund's 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 Fund's 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 Fund's
loans must also meet certain tests under the Internal Revenue Code and permit
the Fund to reacquire loaned securities on five business days' notice or in
time to vote on any important matter.

Hedging Instruments And Derivatives

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

(1) Forward Contracts--Each Fund may purchase or sell securities on a
forward commitment basis ("forward contracts"). When such transactions are
negotiated, the price is fixed at the time of commitment, but delivery and
payment for the securities can take place a month or more after the commitment
date. The securities so purchased or sold are subject to market fluctuations
and no interest accrues to the purchaser during this period. At the time of
delivery the securities may be worth more or less than the purchase or sale
price. While a Fund also may enter into forward contracts with the initial
intention of acquiring securities for its portfolio, it may dispose of a
commitment prior to settlement if the Fund's investment sub-adviser deems it
appropriate to do so.

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<PAGE>

The Funds may realize short-term gains or losses upon the sale of forward
contracts. If a Fund enters into a forward contract, it will establish a
segregated account with its custodian consisting of cash or liquid securities,
having a current market value equal to or greater than the aggregate amount of
that Fund's commitment under forward contracts (that is, the purchase price of
the underlying security on the delivery date). As an alternative to
maintaining all or part of the segregated account, a Fund could buy call or
put options to "cover" the forward contracts. Except for the Aggressive Growth
Fund, the Funds will not enter into forward contracts if as a result more than
25% of the Fund's total assets would be held in a segregated account covering
such contracts.

(2) Currency Transactions--Each Fund may engage in currency transactions
with counterparties in order to convert foreign denominated securities or
obligations (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 & Poor's
Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"),
respectively, or that have an equivalent rating from a nationally recognized
statistical rating organization ("NRSRO") or (except for OTC currency options)
are determined to be of equivalent credit quality by the adviser.

The 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
Fund's 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
Fund's portfolio is exposed is difficult to hedge or to hedge against the
dollar. Proxy hedging entails entering into a forward contract to sell a
currency whose changes in value are generally considered to be linked to a
currency or currencies in which some or all of the Fund's portfolio securities
are or are expected to be denominated, and to buy U.S. dollars. The amount of
the contract would not exceed the value of the Fund's securities denominated
in linked currencies. For example, if the Fund's investment adviser or sub-
adviser considers that the Austrian schilling is linked to the German deutsche
mark (the "D-mark"), the Fund holds

B-12
<PAGE>

securities denominated in schillings and the adviser believes that the value
of schillings will decline against the U.S. dollar, the Fund's 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 Derivatives--Some of the general
risks associated with hedging and the use of derivatives include: (a) the
possible absence of a liquid secondary market for any particular hedging
instrument at any time; (b) these instruments can be highly volatile; and (c)
the possible need to defer closing out certain positions to avoid adverse tax
consequences. More specific risks are set forth below.

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

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

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 Fund's
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 Fund's investments against price fluctuations. Other strategies, including
buying futures contracts, writing puts and calls, and buying calls, tend to
increase market exposure. Options and futures contracts may be combined with
each other or with forward contracts in order to adjust the risk and return
characteristics of a Fund's overall strategy in a manner deemed appropriate to
the Fund's investment sub-adviser and consistent with a Fund's objective and
policies. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

The use of options and futures is a highly specialized activity which
involves investment strategies and risks different from those associated with
ordinary portfolio securities transactions, and there can be no guarantee that
their use will increase a Fund's return. While the use of these instruments by
the Funds may reduce certain risks

B-13
<PAGE>

associated with owning its portfolio securities, these techniques themselves
entail certain other risks. If the Fund's investment sub-advisor applies a
strategy at an inappropriate time or judges market conditions or trends
incorrectly, options and futures strategies may lower a Fund's return. Certain
strategies limit a Fund's possibilities to realize gains as well as limiting
its exposure to losses. A Fund could also experience losses if the prices of
its options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an illiquid
secondary market. In addition, a Fund will incur transaction costs, including
trading commissions and option premiums, in connection with its futures and
options transactions, and these transactions could significantly increase a
Fund's turnover rate.

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

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

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

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

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

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

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<PAGE>

Writing a call option obligates a Fund to sell or deliver the option's
underlying instrument in return for the strike price upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium a call writer offsets part of the effect of a price decline. At the
same time, because a call 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 Fund's investments generally will not match the composition of
an index.

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

(5) Exchange Traded and OTC Options. All options purchased or sold by the
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

B-15
<PAGE>

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 Fund's 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 SEC's 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

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<PAGE>

substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

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

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

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

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

(c) Position Limits. Futures exchanges can limit the number of futures
and options on futures contracts that can be held or controlled by an
entity. If an adequate exemption cannot be obtained, a Fund or 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 Fund's assets could
impede portfolio management or a Fund's ability to meet redemption requests
or other current obligations.

(9) Swaps and Related Swap Products: The 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").

B-17
<PAGE>

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

The use of swap transactions, caps, floors and collars involves investment
techniques and risks which are different from those associated with portfolio
security transactions. If a Fund's 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.

B-18
<PAGE>

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 Fund's accrued
obligations under the swap agreement over the accrued amount a Fund is
entitled to receive under the agreement. If a Fund enters into a swap
agreement on other than a net basis, or sells a cap, floor or collar, it will
segregate assets with a daily value at least equal to the full amount of a
Fund's accrued obligations under the agreement.

The 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 Fund's basis in the contract.

The federal income tax treatment with respect to swap transactions, caps,
floors, and collars may impose limitations on the extent to which the 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 Fund's
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 Fund's 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

B-19
<PAGE>

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 Fund's securities are held abroad, the countries in which such
securities may be held and the sub-custodian holding them must be approved by
the Board of Trustees or its delegate under applicable rules adopted by the
Securities and Exchange Commission (the "SEC"). In buying foreign securities,
a Fund may convert U.S. dollars into foreign currency, but only to effect
securities transactions on foreign securities exchanges and not to hold such
currency as an investment.

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

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

The 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 Fund's agents to keep currently informed about corporate
actions which may affect the prices of portfolio securities. Communications
between the United States and foreign countries may be less reliable than
within the United States, thus increasing the risk of delayed

B-20
<PAGE>

settlements of portfolio transactions or loss of certificates for portfolio
securities. Certain markets may require payment for securities before
delivery. A Fund's ability and decisions to purchase and sell portfolio
securities may be affected by laws or regulations relating to the
convertibility of currencies and repatriation of assets.

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

In addition to the general risks of investing in foreign securities,
investments in emerging markets involve special risks. Securities of many
issuers in emerging markets may be less liquid and more volatile than
securities of comparable domestic issuers. Emerging markets may have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when a portion of the
assets of a Fund is uninvested and no return is earned thereon. The inability
of a Fund to make intended security purchases due to settlement problems could
cause a Fund to miss attractive investment opportunities. Inability to dispose
of portfolio securities due to settlement problems could result in losses to a
Fund due to subsequent declines in values of the portfolio securities,
decrease in the level of liquidity in a Fund's portfolio, or, if a Fund has
entered into a contract to sell the security, possible liability to the
purchaser. Certain markets may require payment for securities before delivery,
and in such markets a Fund bears the risk that the securities will not be
delivered and that the Fund's payments will not be returned. Securities prices
in emerging markets can be significantly more volatile than in the more
developed nations of the world, reflecting the greater uncertainties of
investing in less established markets and 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 market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. A Fund could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the
application to that Fund of any restrictions on investments.

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

B-21
<PAGE>

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

Portfolio Management

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 Fund's 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 Fund's sub-adviser's
ability to evaluate particular securities and anticipate relevant market
factors, including interest rate trends and variations from such trends. If
such evaluations and expectations prove to be incorrect, a Fund's income or
capital appreciation may be reduced and its capital losses may be increased.
In addition, high turnover in any Fund could result in additional brokerage
commissions to be paid by the Fund. See also "Taxation" below.

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 Fund's 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 Fund's investment in an
issuer does not exceed 5% of the value of the Fund's 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(R) (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

B-22
<PAGE>

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 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 Fund's
investment adviser or sub-adviser, and subject to the Fund's 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 company's 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 from investing the assets of the Aggressive Growth Fund into
money market funds managed by Janus pursuant to an SEC exemptive order.

Cash Positions

Each Fund may hold cash or cash equivalents to provide for expenses and
anticipated redemption payments and so that an orderly investment program may
be carried out in accordance with the Fund's investment policies. To provide
liquidity, 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.

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 Fund's fundamental investment restrictions (except those
imposed as a matter of law), the Board of Trustees may authorize one or more
of the Funds to invest in any 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 Fund's investment objectives
and policies and has adopted reasonable guidelines for use by the Fund's
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 Fund's 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 & POOR'S ("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(R) INDEX TO TRACK GENERAL STOCK MARKET PERFORMANCE. S&P'S ONLY
RELATIONSHIP TO THE FUND IS THE LICENSING OF CERTAIN TRADEMARKS AND TRADE
NAMES

B-23
<PAGE>

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(R) INDEX. S&P IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE PRICES AND AMOUNT OF THE FUND'S SHARES OR THE TIMING OF
THE ISSUANCE OR SALE OF THE FUND'S SHARES OR IN THE DETERMINATION OR
CALCULATION OF THE EQUATION BY WHICH THE FUND'S SHARES ARE TO BE CONVERTED
INTO CASH. S&P HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE
ADMINISTRATION, MARKETING OR TRADING OF THE FUND'S SHARES.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500(R) 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(R) 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(R) 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(R) TO TRACK
GENERAL STOCK MARKET PERFORMANCE. NASDAQ'S ONLY RELATIONSHIP TO THE FUND IS IN
THE LICENSING OF THE NASDAQ 100(R), NASDAQ 100 INDEX(R), AND NASDAQ(R)
TRADEMARKS OR SERVICE MARKS, AND CERTAIN TRADE NAMES OF NASDAQ AND THE USE OF
THE NASDAQ 100 INDEX(R). THE NASDAQ 100 INDEX(R) 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(R). 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 FUND'S 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(R)
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 FUND'S SHARES, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE NASDAQ 100 INDEX(R) OR ANY DATA INCLUDED THEREIN.
NASDAQ

B-24
<PAGE>

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(R) 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 Fund's
assets, more than 5% of the value of the total assets (determined at the
time of investment) of a Fund would be invested in the securities of a
single issuer. 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 Fund's assets, except that a
Fund may enter into reverse repurchase agreements or roll transactions. For
purposes of calculating this limitation, entering into portfolio lending
agreements shall not be deemed to constitute borrowing money. A Fund would
not make any additional investments while its borrowings exceeded 5% of its
assets.

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

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

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

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

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

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

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

(10) With the exception of the Growth Equity Fund, 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.

B-25
<PAGE>

(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 issuer's securities are beneficially owned by officers and
trustees of the Trust or officers and directors of its adviser who
individually beneficially own more than 1/2 of 1% of the securities of such
issuer.

Notwithstanding any fundamental investment restriction set forth above or in
the Prospectus, each Fund may: (1) engage in hedging transactions, techniques,
and practices using forward contracts and similar instruments, to the extent
and in a manner permitted by law; and (2) invest in any security or
investment-related instrument, or engage in any investment-related transaction
or practice, provided that the Board of Trustees has determined that to do so
is consistent with the investment objective and policies of the Fund and has
adopted reasonable guidelines for use by the Fund's Adviser and/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 Fund's 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 broker's
commission, except when such purchase is part of a plan of merger,
consolidation, reorganization or acquisition or except shares of money
market funds advised by MassMutual or an affiliate thereof. It is expected
that a Fund would purchase shares of such money market funds only if
arrangements are made to eliminate duplicate advisory and distribution
fees, except this restriction shall not prohibit the investment by the
Aggressive Growth Fund in money market funds managed by Janus pursuant to
an exemptive order.

(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 in money market funds managed by Janus pursuant to an exemptive
order.

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 Fund's investments in that
industry would be 25% or more of the current value of the Fund's total
assets, provided that there is no limitation with respect to investments in
(i) obligations of the U.S. Government, its agencies of instrumentalities,
and (ii) any industry in which the S&P 500(R) Index becomes concentrated to
the same degree during the same

B-26
<PAGE>

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 Fund's entry into options,
forward contracts, futures contracts, including those relating to indexes,
and options on futures contracts or indexes shall not constitute borrowing
to the extent certain segregated accounts are established and maintained by
the Fund;

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

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

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,

B-27
<PAGE>

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 Fund's
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 Fund's 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 Fund's 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 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 Trustee of the Trust
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).

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

B-28
<PAGE>

Richard H. Ayers Trustee of the Trust
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 Trustee of the Trust
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 Trustee of the Trust
850 Main Street
Bridgeport, CT 06604
Age: 66

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

Robert J. O'Connell* Trustee of the Trust
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; 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).

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

B-29
<PAGE>

Richard W. Greene Trustee of the Trust
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 Trustee of the Trust
555 South Flower Street
Los Angeles, CA 90017
Age: 54

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

F. William Marshall, Jr. Trustee of the Trust
1441 Main Street
Springfield, MA 01102
Age: 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 Trustee of the Trust
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* Trustee of the Trust
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.
- --------
* Trustee who is an "interested person" of the Trust with the definition set
forth in Section 2(a)(19) of the 1940 Act.

B-30
<PAGE>

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
1295 State Street Treasurer of the Trust
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).

Thomas M. Kinzler Vice President and Secretary of the
1295 State Street Trust
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).

B-31
<PAGE>

The Audit Committee makes recommendations to the Trustees as to the
engagement or discharge of the Trust's independent auditors, supervises
investigations into matters relating to audit functions, reviews with the
Trust's independent auditors the results of the audit engagement, and
considers the audit fees. The Nominating Committee consists of Trustees who
are not "interested persons" (as defined in the 1940 Act) of the Trust, 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 Registrant's 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.

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

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

The Trust's shareholders have the right, upon the declaration in writing or
vote of at least two-thirds of the votes represented by its outstanding
shares, to remove a Trustee. The Trustees shall call a meeting of shareholders
to vote on the removal of a Trustee upon the written request of the record
holders of shares representing at least 10% of all of the votes represented by
all outstanding shares of the Trust. In addition, whenever ten or more
shareholders of record who have been such for at least six months preceding
the date of application, and who hold in the aggregate either shares having a
net asset value of at least $25,000 or at least 1% of the Trust's

B-32
<PAGE>

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

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

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 of March 31, 1999: CGB Enterprises, Inc.,
P.O. Box 249, Mandeville, LA 70470-0249 owned 48.35% of the Class Y shares of
the Prime Fund; Novus International, Inc., 530 Maryville Center Drive, St.
Louis, MO 63141 owned 29.99% of the Class Y shares of the Core Bond Fund;
Alamo Cement Co., LTD, 6055 West Green Mountain Road, San Antonio, TX 78266
owned 28.54% of the Class Y shares of the Core Bond Fund; Zen-Noh Grain
Corporation, P.O. Box 39, Mandeville, LA 70470-0249 owned 26.21% of the Class
Y shares of the Core Equity Fund; Novus International, Inc., 530 Maryville
Center Drive, St. Louis, MO 63141 owned 3 1.50% of the Class Y shares of the
Small Cap Value Equity Fund; Massachusetts Mutual Life Insurance Company, 1295
State Street, Springfield, MA 01111 owned 97.78% of the Class Y shares of the
Balanced Fund; and Novus International, Inc., 530 Maryville Center Drive, St.
Louis, MO 63141 owned 42.67% 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 Y shares of
certain Funds as of March 31, 1999: Arthur J. Gallagher &

B-33
<PAGE>

Co., Two Pierce Place, Itasca, IL 60143 owned 6.60% of the Class Y shares of
the Core Bond Fund; Arthur J. Gallagher & Co., Two Pierce Place, Itasca, IL
60143 owned 13.12% of the Class Y shares of the Core Equity Fund; CGB
Enterprises, Inc., P.O. Box 249, Mandeville, LA 70470-0249 owned 10.70% of the
Class Y shares of the Small Cap Value Equity Fund; Arthur J. Gallagher & Co.,
Two Pierce Place, Itasca, IL 60143 owned 10.69% of the Class Y shares of the
Small Cap Value Equity Fund; CGB Enterprises, Inc., P.O. Box 249, Mandeville,
LA 70470-0249 owned 8.20% of the Class Y shares of the International Equity
Fund; Arthur J. Gallagher & Co., Two Pierce Place, Itasca, IL 60143 owned
5.66% of the Class Y shares of the International Equity Fund; and Novus
International, Inc., 530 Maryville Center Drive, St. Louis, MO 63141 owned
8.23% of the Class Y shares of the Short Term Bond 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 Fund's portfolio of securities, subject to
policies established by the Trustees of the Trust and in accordance with each
Fund's investment objective, policies and restrictions as set forth herein and
in the Prospectus, 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 Fund's shares, and
(2) by an affirmative vote of a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust. Under the
terms of each Advisory Agreement, a Fund recognizes MassMutual's control of
the name "MassMutual" and the Trust agrees that its right to use such name is
nonexclusive and can be terminated by MassMutual at any time. MassMutual's
liability regarding its investment management obligations and duties is
limited to situations involving its willful misfeasance, bad faith, gross
negligence or reckless disregard of such obligations and duties.

MassMutual also serves as investment adviser to: 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.

B-34
<PAGE>

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

<TABLE>
<CAPTION>
Gross Waiver* Net
----------- --------- -----------
<S> <C> <C> <C>
Prime Fund
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
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
</TABLE>
- --------
* MassMutual's 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.

B-35
<PAGE>

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 MassMutual's 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 Trust's 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.

B-36
<PAGE>

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 Fund's portfolio.
Initially, each sub-adviser will be allocated their portion of the Fund's net
assets based on cash flow received by the Fund. The Fund's 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") serves as investment sub-adviser for the
Focused Value Fund. MassMutual pays Harris 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 .55% on the
first $150 million of aggregate net assets and .50% on aggregate assets in
excess of $150 million.

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;

B-37
<PAGE>

.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 (""qIBT''). 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:

<TABLE>
<S> <C>
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
</TABLE>
- --------
*Inception date March 1, 1998
**Inception date May 3, 1999

B-38
<PAGE>

THE DISTRIBUTOR

The Trust's shares are continuously distributed by MML Distributors, LLC
(the "Distributor"), located at 1414 Main Street, Springfield, Massachusetts
01144-1013, pursuant to a General Distributor's 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. MassMutual's Servicing Fee
expenditures may include, but shall not be limited to, compensation to, and
expenses (including telephone and overhead expenses) of agents or employees of
MassMutual 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.

B-39
<PAGE>

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 Trust's independent public accountant.

PricewaterhouseCoopers LLP ("PwC") resigned as the Trust's 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 Trust's
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 underwriter's concession or discount. On occasion, certain
money market instruments may be purchased directly from an issuer, in which
case no commissions or discounts are paid.

B-40
<PAGE>

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 Fund's 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-adviser's overall
responsibilities to the Trust and to its other clients. The term "brokerage
and research services" includes: advice as to the value of securities, the
advisability of investing in, purchasing, or selling securities, and the
availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of
accounts; and effecting securities transactions and performing functions
incidental thereto such as clearance and settlement.

Although commissions paid on every transaction will, in the judgment of the
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-adviser's other clients in part for providing advice as to the
availability of securities or of purchasers or sellers of securities and
services in effecting securities transactions and performing functions
incidental thereto such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other
factual information or services ("Research") to an 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-adviser's 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-adviser's
receipt of brokerage and research services. To the extent the Trust's
portfolio transactions are used to obtain such services, the brokerage
commissions paid by the Trust will exceed those that might otherwise be paid,
by an amount which cannot now be determined. Such services would be useful and
of value to an 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

B-41
<PAGE>

$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 Trust's 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 Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees, or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust, and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into
or executed by the Trust or the Trustees. The Trust's Declaration of Trust
provides for indemnification out of the Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to
circumstances in which the disclaimer is inoperative and the Trust itself is
unable to meet its obligations.

REDEMPTION OF SHARES

With respect to each Fund, the Trustees may suspend the right of redemption,
postpone the date of payment or suspend the determination of net asset value
(a) for any period during which the NYSE is closed (other than for customary
weekend and holiday closing), (b) for any period during which trading in the
markets the Fund

B-42
<PAGE>

normally uses is restricted, (c) when an emergency exists as determined by the
SEC so that disposal of the Fund's investments or a determination of its net
asset value is not reasonably practicable, or (d) for such other periods as
the SEC by order may permit for the protection of the Trust's shareholders.
While the Trust's Declaration of Trust would permit it to redeem shares in
cash or other assets of the Fund or both, the Trust has filed an irrevocable
election with the SEC to pay in cash all requests for redemption received from
any shareholder if the aggregate amount of such requests in any 90-day period
does not exceed the lesser of $250,000 or 1% of a Fund's net assets.

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 Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and on occasion is closed early or entirely due to weather or other
conditions.

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

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

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

INVESTMENT PERFORMANCE

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

B-43
<PAGE>

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:

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

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

Set forth below is the yield for Class S shares of the Prime Fund, Short-
Term Bond Fund, 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)

<TABLE>
<CAPTION>
Fund Yield
---- -----
<S> <C>
Prime Fund............................................................ 6.07%
Short-Term Bond Fund.................................................. 6.42%
Core Bond Fund........................................................ 8.32%
Diversified Bond Fund................................................. 6.97%
</TABLE>
* 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:

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

B-44
<PAGE>

current portfolio instruments. Yield may also vary if the Fund experiences net
redemptions, which may require the disposition of some of the Fund's current
portfolio instruments. Total return is a function of the value of a Fund's
portfolio securities over time, which may be expected to fluctuate, as well as
of income earned by the Fund on such securities and of the Fund's operating
expenses.

Average Annual Total Return for the periods ended December 31, 1999.

1 YEAR

<TABLE>
<CAPTION>
Class A Class Y Class S Class L*+
------- ------- ------- ---------
<S> <C> <C> <C> <C>
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%
</TABLE>
- --------
* 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

<TABLE>
<CAPTION>
Class A Class Y Class S
------- ------- -------
<S> <C> <C> <C>
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

<CAPTION>
Class A Class Y Class S
------- ------- -------
<S> <C> <C> <C>
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%
</TABLE>

B-45
<PAGE>

10 YEARS (or since inception)

<TABLE>
<CAPTION>
Class A Class Y Class S
------- ------- -------
<S> <C> <C> <C>
Prime Fund and its
predecessor SIA G...... 4.51% 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
</TABLE>

Performance Comparisons

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

Performance information for the Funds may be compared, in reports and
promotional literature, to the S&P 500 Index, 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, Donoghue's 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 Fund's results with those of
indices widely regarded by investors as representative of the security markets
in general. Unmanaged indices may assume the reinvestment of dividends, but
generally do not reflect deductions for administrative and management costs
and expenses. Managed indices generally do reflect such deductions.

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

Each of the Fund's performance also may be compared to those of other mutual
funds having similar objectives. This comparative performance could be
expressed as a ranking prepared by Lipper Analytical Services, Inc.,
(including the Lipper General Bond Fund Average, the Lipper Intermediate
Investment Grade Debt Fund Average, the Lipper Bond Fund Average, the Lipper
Growth Fund Average, the Lipper Flexible Fund Average), Donoghue's Money Fund
Report, including Donoghue's Taxable Money Market Fund Average or Morningstar,
Inc., independent services which monitor the performance of mutual funds. Any
such comparisons may be useful to investors who wish to compare a Fund's past
performance with that of its competitors. Of course, past performance cannot
be a guarantee of future results.

B-46
<PAGE>

OTHER ADVERTISING ITEMS

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

TAXATION

Each Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). In order to qualify as a "regulated investment company,"
a Fund must, among other things: (a) derive at least 90% of its gross income
from dividends, interest, payments with respect to securities loans, gains
from the sale or other disposition of stock, securities, or foreign
currencies, and other income (including gains from forward contracts) derived
with respect to its business of investing in such stock, securities, or
currencies; and (b) diversify its holdings so that, at the close of each
quarter of its taxable year, (i) at least 50% of the value of its total assets
consists of cash, cash items, U.S. Government securities, and other securities
limited generally with respect to any one issuer to not more than 5% of the
total assets of the Fund and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its
total assets is invested in the securities of any issuer (other than U.S.
Government securities). If a Fund fails to qualify as a regulated investment
company, it will be treated as an ordinary corporation for federal income tax
purposes.

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

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

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.

B-47
<PAGE>

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

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders subject to federal income taxes may realize gains
and losses on these transactions. If shares have been held for more than one
year, gain or loss realized will be long-term capital gain or loss, provided
the shareholder holds the shares as a capital asset. Under the Taxpayer Relief
Act of 1997, long-term capital gains generally will be subject to a 28% or 20%
tax rate depending on the investor's holding period in Fund shares. However, a
loss on the sale of shares held for six months or less will be treated as a
long-term capital loss to the extent of any long-term capital gain dividend
paid to the shareholder with respect to such shares. Furthermore, no loss will
be allowed on the sale of Fund shares to the extent the shareholder acquired
other shares of the same Fund within 30 days prior to the sale of the loss
shares or 30 days after such sale. The state and local tax effects of
distributions received from a Fund, and any special tax considerations
associated with foreign investments of the Fund, should be examined by
investors with regard to their own tax situation.

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

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

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and regulations currently in effect. For the complete
provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative action. This discussion of the federal income tax treatment of
the Fund and its shareholders does not describe in any respect the tax
treatment of any particular arrangement, e.g., tax-exempt trusts or insurance
products, pursuant to which or by which investments in the Fund may be made.

B-48
<PAGE>

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
instrument's price. As a measure of a fixed-income security's cash flow,
duration is an alternative to the concept of "term to maturity" in assessing
the price volatility associated with changes in interest rates. Generally, the
longer the duration, the more volatility an investor should expect. For
example, the market price of a bond with a duration of two years would be
expected to decline 2% if interest rates rose 1%. Conversely, the market price
of the same bond would be expected to increase 2% if interest rates fell 1%.
The market price of a bond with a duration of four years would be expected to
increase or decline twice as much as the market price of a bond with a two-
year duration. Duration measures a security's maturity in terms of the average
time required to receive the present value of all interest and principal
payments as opposed to its term to maturity. The maturity of a security
measures only the time until final payment is due; it does not take account of
the pattern of a security's cash flow over time, which would include how cash
flow is affected by prepayments and by changes in interest rates.
Incorporating a security's yield, coupon interest payments, final maturity and
option features into one measure, duration is computed by determining the
weighted average maturity of a bond's cash flows, where the present values of
the cash flows serve as weights. Determining duration may involve a Fund's
investment sub-adviser's 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 & Poor's Ratings Group
("S&P") and Moody's Investors Service, Inc. ("Moody's"), see the Appendix to
the SAL. For example, the four investment grade ratings in descending order
for debt securities as rated by Moody's are Aaa, Aa, A and Baa--including
Baa3. The four investment grade ratings for debt securities as rated by S&P
are AAA, AA, A and BBB--including BBB-. For commercial paper, Moody's two
highest ratings are P-1 and P-2 and S&P's two highest ratings are A-1 and A-2.

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

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

49
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APPENDIX--DESCRIPTION OF SECURITIES RATINGS

Although the ratings of fixed-income securities by S&P and Moody's are a
generally accepted measurement of credit risk, they are subject to certain
limitations. For example, ratings are based primarily upon historical events
and do not necessarily reflect the future. Furthermore, there is a period of
time between the issuance of a rating and the update of the rating, during
which time a published rating may be inaccurate.

The descriptions of the S&P and Moody's commercial paper, bond and municipal
securities ratings are set forth below.

Commercial Paper Ratings:

S&P commercial paper ratings are graded into four categories, ranging from A
for the highest quality obligations to D for the lowest. Issues assigned the
highest rating of A are regarded as having the greatest capacity for timely
payment. Issues in this category are further refined with the designations 1,
2, and 3 to indicate the relative degree of safety. The A-1 and A-2 categories
are described as follows:

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

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

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

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

. Leading market positions in well-established industries.

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

. Well-established access to a range of financial markets and assured
sources of alternate liquidity.

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

Bond Ratings:

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

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

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

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BBB Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such debt normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.

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

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

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

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they compose what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment attributes
and may be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment in the future.

Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

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<PAGE>

PART C

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

PART C: OTHER INFORMATION

Item 23: Exhibits

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

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

Exhibit C: None.

Exhibit D:

(1) Copy of Specimen Investment Management Agreement between Registrant
and Massachusetts Mutual Life Insurance Company ("MassMutual") on behalf of
each of Registrant's series, incorporated by reference as Exhibit D(1) to
Registrant's 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
and Company Incorporated ("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 Registrant's Post-Effective Amendment No. 3 to the
Registration Statement filed via EDGAR on April 28, 1997.

(3) Investment Sub-Advisory Agreement between MassMutual and
OppenheimerFunds, Inc. with respect to the MassMutual International Equity
Fund./(1)/

(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 Registrant's
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 Registrant's 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 Registrant's 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
Registrant's 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/(1)/

(9) Investment Sub-Advisory Agreement between MassMutual and Janus
Capital Corporation with respect to MassMutual Aggressive Growth Fund/(1)/

(10) Investment Sub-Advisory Agreement between MassMutual and Harris
Associates L.P. with respect to MassMutual Focused Value Fund/(1)/

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<PAGE>

(11) Investment Sub-Advisory Agreement between MassMutual and T. Rowe
Price Associates Inc. with respect to MassMutual Mid Cap Growth Equity II
Fund(/1/)

(12) Investment Sub-Advisory Agreement between MassMutual and RS
Investment Management with respect to MassMutual Emerging Growth Fund(/1/)

(13) Investment Sub-Advisory Agreement between MassMutual and Deutsche
Asset Management with respect to MassMutual Indexed Equity Fund and
MassMutual OTC 100 Fund(/1/)

Exhibit E

(1) Amended and Restated General Distributors Agreement between the
Trust and MML Distributors, LLC(/1/)

Exhibit F

(1) Deferred Compensation Plan for Trustees of Registrant(/1/)

Exhibit G:

(1) 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 Registrant's series,
incorporated by reference as Exhibit G(3) to Registrant's 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(/1/).

Exhibit H

(1) Class L Shareholder Services Agreement between the Trust and
MassMutual with respect to each of Registrant's series(/1/).

Exhibit I

(1) Opinion of Counsel, incorporated by reference as Exhibit I(2) to
Registrant's 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
Registrant's Pre-Effective Amendment No. 2 to the Registration Statement
filed August 30, 1994.

Exhibit J:

(1) Consent of Deloitte & Touche L.L.P.(/1/)

(2) Powers of Attorney for Gary E. Wendlandt, Ronald J. Abdow, Charles J.
McCarthy, John H. Southworth, and Mary E. Boland.(/2/)

(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.(/3/)

Exhibit K: Financial Data Schedules.(/1/)

Exhibit L: Not Applicable

Exhibit M:

(1) Form of Class A Distribution and Service (Rule 12b-1) Plan for all
series of the Trust(/1/)

(2) Form of Class Y Rule 12b-1 Plans, incorporated by reference as
Exhibit M(4) to Registrant's Post-Effective Amendment No. 11 to the
Registration Statement filed via EDGAR on April 30, 1999

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<PAGE>

(3) Form of Class L Rule 12b-1 Plans, incorporated by reference as
Exhibit M(5) to Registrant's 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.(/1/)

Exhibit O: Not Applicable
- --------
/(1)/ To be filed by amendment
/(2)/ Incorporated by reference to Registrant's Post-Effective Amendment No. 3
to the Registration Statement filed via EDGAR on October 2, 1997.
/(3)/ Incorporated by reference to Registrant's 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
Registrant's 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. MassMutual of Ireland, Limited, a corporation organized in the
Republic of Ireland which formerly operated to provide claims service to
holders of MassMutual group life and health insurance contracts. This
subsidiary is inactive and will be dissolved in the near future. All of the
stock of which is owned by MassMutual.

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

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

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<PAGE>

10. G.R. Phelps & Co., Inc., a Connecticut corporation which formerly
operated as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company. This subsidiary is inactive and expected to be
dissolved.

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

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

12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts
as a holding company for MassMutual positions in investment entities
organized outside the United States. MassMutual Holding Company owns all
the outstanding shares of MassMutual Holding MSC, Inc. This subsidiary
qualifies as a "Massachusetts Security Corporation" under Chapter 63 of
Massachusetts General Laws.

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

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

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

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

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

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

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

20 MML Insurance Agency of Mississippi, P.C., a Mississippi corporation
that operates as an insurance broker and is controlled by MML Insurance
Agency, Inc.

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

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

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

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

26. MassMutual Corporate Value Partners Limited, a Cayman Islands
corporation that operates as a high yield bond fund. MassMutual Corporate
Value Limited holds approximately 88% ownership interest in this company
and MassMutual holds approximately 5% ownership interest in this company.

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

C-4
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28. 1279342 Ontario Limited, a Canadian corporation, which operates as
the owner of Deerhurst Resort in Huntsville Ontario, Canada. MassMutual
Holding MSC, Inc. owns all of the shares of 1279342 Ontario Limited.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

C-5
<PAGE>

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

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

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

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

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

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

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

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

56. MML Realty Management Corporation, a Massachusetts Corporation which
formerly operated as a manager of properties owned by MassMutual, all the
stock of which is owned by MassMutual Holding Trust II.

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

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

59. 505 Waterford Park Limited Partnership, a Delaware limited
partnership, which holds title to an office building in Minneapolis,
Minnesota. MML Realty Management Corporation holds a 1% general partnership
interest and MassMutual holds a 99% limited partnership interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

5. 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.

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

Item 25: Indemnification

Article VIII of Registrant's Agreement and Declaration of Trust provides for
the indemnification of Registrant's Trustees and officers. Registrant
undertakes to apply the indemnification provisions of its Agreement and
Declaration of Trust in a manner consistent with Securities and Exchange
Commission Release No. IC-11330 so long as the interpretation of Section 17(h)
and 17(i) of the Investment Company Act of 1940 (the "1940 Act") set forth in
such Release shall remain in effect and be consistently applied.

Trustees and officers of Registrant are also indemnified by MassMutual
pursuant to its by-laws which apply to subsidiaries, including Registrant. No
indemnification is provided with respect to any liability to any entity which
is registered as an investment company under the 1940 Act or to the security
holders thereof, where the basis for such liability is willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of office.

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

MassMutual's present insurance coverage has an overall limit of $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,

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suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the securities being registered, Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

Item 26: Business and Other Connections of the Investment Adviser

a. The Investment Adviser

MassMutual is the investment adviser for the Registrant. MassMutual is a
mutual life insurance company organized as a Massachusetts corporation, which
was originally chartered in 1851. As a mutual life insurance company,
MassMutual has no shareholders. MassMutual's primary business is ordinary life
insurance. It also provides, directly or through its subsidiaries, a wide
range of annuity and disability products, and pension and pension-related
products and services, as well as investment services to individuals, and
corporations and other institutions, in all 50 states of the United States and
the District of Columbia. MassMutual is also licensed to transact business in
Puerto Rico, and six provinces of Canada, but has no export sales. Effective
February 29, 1996, Connecticut Mutual Life Insurance Company merged into
MassMutual. MassMutual's principal lines of business are (i) the Individual
Protection business and Individual Accumulation business, which provides life
insurance including variable and universal life insurance, annuities and
disability income insurance to individuals and small businesses; (ii)
Retirement Services, which provides group pension investment products and
administrative services, primarily to sponsors of tax qualified retirement
plans; and (iii) MassMutual 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: Drexel Industries, Inc., Connecticut
Health and Education Facilities Authority, and Transparency International;
Trustee, Villanova University.

GENE CHAO, Director, Chairman, Auditing Committee and Member, Dividend Policy
Committee

Chairman, President and Chief Executive Officer, Computer Projections, Inc.
(computer graphics), 733 S.W. Vista Avenue, Portland, Oregon; Director (since
1996), Monowave Corporation, 2171 Boyer Avenue East, Seattle, Washington;
Director (since 1997), National Captioning Institute, 1900 Gallows Road,
Vienna, Virginia.

PATRICIA DIAZ DENNIS, Director and Member, Auditing and Human Resources
Committees

Senior Vice President and Assistant General Counsel, SBC Communications Inc.
(telecommunications), 175 East Houston, San Antonio, Texas; Director, (since
1997) Citadel Communications Corp.; Trustee, Tomas Rivera Policy Institute,
and Radio and Television News Directors Foundation; Director: National Public
Radio, Reading

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<PAGE>

Is Fundamental, and Foundation for Women's Resources; Trustee (1995-1997),
Federal Communications Bar Association Foundation;.

ANTHONY DOWNS, Director and Member, Auditing and Investment Committees

Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director (since
1998), Counselors of Real Estate, 430 N. Michigan Avenue, Chicago, Illinois;
Director: The Pittway Corporation (publications and security equipment), 200
South Wacker Drive, Suite 700, Chicago, Illinois; National Housing
Partnerships Foundation (nonprofit organization to own and manage rental
housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford Property Investors,
Inc. (real estate investment trust), 3658 Mt. Diablo Boulevard, Lafayette,
California; General Growth Properties, Inc. (real estate investment trust),
215 Keo Way, Des Moines, Iowa; NAACP Legal and Educational Defense Fund, Inc.
(civil rights organization), 99 Hudson Street, New York, New York; Trustee:
Urban Institute (public policy research organization), 2100 M Street, N.W.,
Washington, D.C. and Urban Land Institute (educational and research
organization), 625 Indiana Avenue, N.W., Washington, D.C.

JAMES L. DUNLAP, Director, Chairman, Dividend Policy Committee and Member,
Auditing Committee

Vice Chairman (since 1998), President and Chief Operating Officer (since
1996-1998), Ocean Energy, Inc. (formerly United Meridian Corporation) (oil
exploration), 1201 Louisiana, Houston, Texas.

WILLIAM B. ELLIS, Director and Member, Dividend Policy and Investment
Committees

Senior Fellow (since 1995), Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Director, The Hartford Steam
Boiler Inspection and Insurance Company (property and casualty insurer), One
State Street, Hartford, Connecticut; Director (since 1996), Advest Group, Inc.
(financial services holding company), 280 Trumbull Street, Hartford,
Connecticut; Director (since 1995), Catalytica Combustion Systems, Inc.;
Director, The National Museum of National History of the Smithsonian
Institution, Washington, D.C.

ROBERT M. FUREK, Director and Member, Dividend Policy and Auditing Committees

Partner (since 1997), Resolute Partners LLC (private merchant bank), 2
Soundview Drive, Greenwich, Connecticut; Director, The Dexter Corporation
(producer of specialty chemicals and papers), One Elm Street, Windsor Locks,
Connecticut; Corporator, The Bushnel Memorial, Hartford, Connecticut; Trustee,
Colby College, Mayflower Hill Drive, Waterville, Maine.

CHARLES K. GIFFORD, Director and Member, Investment and Board Affairs
Committees

Chairman and Chief Executive Officer (since 1995) of Bank Boston, N.A., and
Chairman (since 1998), Chief Executive Officer (since 1995), Director, Member
of Audit and Compensation Committees, Boston Edison Co. (public utility
electric company), 800 Boylston Street, Boston, Massachusetts.

WILLIAM N. GRIGGS, Director and Member, Human Resources and Investment
Committees

Managing Director, Griggs & Santow Inc. (financial consultants), 75 Wall
Street, New York, New York; Director (1990-1997), T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma.

GEORGE B. HARVEY, Director and Member, Board Affairs and Dividend Policy
Committees

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.

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<PAGE>

BARBARA B. HAUPTFUHRER, Director and Member, Board Affairs and Investment
Committees

Retired as of 1998 from positions as Director and Member, Compensation,
Nominating and Audit Committees, The Vanguard Group of Investment Companies
including among others the following funds: Vanguard/Windsor Fund,
Vanguard/Wellington Fund, Vanguard/Morgan Growth Fund, Vanguard/Wellesley
Income Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard
Fixed Income Securities Fund, Vanguard Index Trust, Vanguard World Fund,
Vanguard/Star Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard
Convertible Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees
Commingled Equity Fund, Vanguard/Trustees Commingled Fund-International,
Vanguard Money Market Trust, Vanguard/Windsor II, Vanguard Asset Allocation
Fund and Vanguard Equity Income Fund (principal offices, Drummers Lane, Valley
Forge, Pennsylvania); Director, Chairman of Retirement Benefits Committee and
Pension Fund Investment Review--USA and Canada and Member, Audit, Finance and
Executive Committees, The Great Atlantic & Pacific Tea Company, Inc. (operator
of retail food stores), 2 Paragon Drive, Montvale, New Jersey; Director,
Chairman of Nominating Committee and Member, Compensation Committee, Knight-
Ridder, Inc. (publisher of daily newspapers and operator of cable television
and business information systems), One Herald Plaza, Miami, Florida; Director
and Member, Compensation Committee, Raytheon Company (electronics
manufacturer), 141 Spring Street, Lexington, Massachusetts; Director and
Member, Executive Committee and Chairman, Human Resources and Independent
Directors Committees, IKON Office Solutions (diversified office products and
technology solutions), 825 Duportail Road, Valley Forge, Pennsylvania.

SHELDON B. LUBAR, Director and Member, Human Resources and Investment
Committee

Chairman, Lubar & Co. Incorporated (investment management and advisory
company); Chairman and Director, The Christiana Companies, Inc. (real estate
development); Director: SLX Energy, Inc. (oil and gas exploration); Member,
Advisory Committee, Venture Capital Fund, L.P. (principal offices, 700 North
Water Street, Milwaukee, Wisconsin) Director, Firstar Corporation (bank
holding company), 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Director
(1982-1997): Grey Wolf Drilling Co. (contract oil and gas drilling), 2000 Post
Oak Boulevard, Houston, Texas; Director: Marshall Erdman and Associates, Inc.
(design, engineering, and construction firm), 5117 University Avenue, Madison,
Wisconsin; MGIC Investment Corporation (investment company), MGIC Plaza, 111
E. Kilbourn Avenue, Milwaukee, Wisconsin; Ameritech, Inc. (regional holding
company for telephone companies), 30 South Wacker Drive, Chicago, Illinois;
EVI, Inc., 5 Post Oak Park, Houston, Texas; Director (since 1997), Jefferies &
Co., (financial services), 11100 Santa Monica Boulevard, Los Angeles,
California; Director (1984-1998), Firstar Bank, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin.

WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board Affairs
Committees

Retired: Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems and software),
600 Mountain Road, Murray Hill, New Jersey; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995), AT&T (global
communications and network computing company), 295 North Maple Avenue, Basking
Ridge, New Jersey; Director (since 1996), California Microwave, Inc., Redwood
City, California; Member, National Board of Directors, Junior Achievement,
Colorado Springs, Colorado; Member (since 1996), Advisory Council, Graduate
School of Business, Stanford University, Stanford, California; Chairman,
Executive Committee (since 1996), National Minority Supplier Development
Council, Inc., 15 West 39th Street, New York, New York.

JOHN F. MAYPOLE, Director and Member, Board Affairs and Human Resources
Committees

Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner of family businesses (including Maypole
Chevrolet-Geo, Inc. and South Georgia Car Rentals, Inc.); Director (since
1996), Coating Technologies International; Director, Chairman, Audit Committee
and Member, Finance Committee and Executive Committee, Bell Atlantic
Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; Director (since 1996), TCX International, Inc.; Chairman (1997),
Director (1992-1997), Briggs Industries, Inc. (plumbing fixtures), 4350 W.
Cypress Street, Tampa, Florida; Director (1989-1997), Blodgett Corporation;
Director, Chairman, Compensation Committee and Member, Audit Committee, Dan
River, Inc. (textile manufacturer),

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<PAGE>

2291 Memorial Drive, Danville, Virginia; Director, Davies, Turner & Company;
Director (1987-1996), Igloo Corporation (portable coolers), 1001 W. Sam
Houston Parkway North, Houston, Texas; Director (1989-1996), Connecticut
Mutual Life Insurance Company, 140 Garden Street, Hartford, Connecticut.

ROBERT J. O'CONNELL, Chairman, Member, Board Affairs Committee and Dividend
Policy Committee, Chairman Investment Committee

President, Chief Executive Officer and Chairman of the Board of Directors of
MassMutual Life Insurance Company. Director, C.M. Life Insurance Company and
MML Bay State Life Insurance Company (wholly-owned insurance company
subsidiaries of MassMutual), Cornerstone Real Estate Advisers, Inc. (wholly-
owned real estate investment advisory subsidiary of MassMutual Holding Trust
I), One Financial Plaza, Suite 1700, Hartford, Connecticut; DLB Acquisition
Corporation (holding company for investment advisers), MassMutual Holding MSC,
Inc., Trustee, MassMutual Holding Trust II (wholly-owned holding company
subsidiaries of MassMutual Holding Co.), MassMutual Holding Trust I (wholly-
owned holding company subsidiary of MassMutual Holding Co.), Director,
MassMutual International, Inc., (wholly-owned subsidiary of MassMutual Holding
Company to act as service provider for international insurance companies,
MassMutual Holding Company (wholly-owned holding company subsidiary of
MassMutual), MassMutual Benefits Management, Inc., Life Office Management
Association; Director, President and Chief Executive Officer (1991-1998), AIG
Life Insurance Company, American International Life Assurance of New York,
Delaware American Life Insurance Co., Pacific Union Assurance Company;
Director (1991-1998) AIG Life Insurance Company of Puerto Rico; Senior Vice
President (1991-1998), Life Insurance of American International Group, Inc.,
American Life Insurance Company, DE; Senior Vice President, Group Management
Division (1991-1998) of American International Group, Inc.

THOMAS B. WHEELER, Director, Investment Committee and Member, Dividend Policy
and Board Affairs Committees

Chairman (2000), Chairman (1999), Chief Executive Officer (1988-1998), and
President (1987-1996) of MassMutual; Chairman (1996-1999), MassMutual Holding
Trust I (wholly-owned holding company subsidiary of MassMutual Holding
Company); MassMutual International Inc. (wholly-owned subsidiary of MassMutual
Holding Company to act as service provider for international insurance
companies); Chairman and Chief Executive Officer, DLB Acquisition Corporation
(holding company for investment advisers); Chairman and Director, Oppenheimer
Acquisition Corp. (holding company for investment advisers), (principal
offices, 1295 State Street, Springfield, Massachusetts); Director, BankBoston,
N.A. and BankBoston Corporation (bank holding company), 100 Federal Street,
Boston, Massachusetts; Member, Executive Committee, Massachusetts Capital
Resources Company, 545 Boylston Street, Boston, Massachusetts; Director,
Textron, Inc. (diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island.

ALFRED M. ZEIEN, Director, Chairman, Board Affairs Committee and Member Human
Resources Committee

Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products), Prudential Tower Building, Boston, Massachusetts;
Director: Polaroid Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; BankBoston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; and Raytheon
Corporation (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Trustee (1984-1997), University Hospital of Boston,
Massachusetts; Trustee, Marine Biology Laboratory and Woods Hole Oceanographic
Institute, Woods Hole, Massachusetts.

Executive Vice Presidents

LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel

Executive Vice President and General Counsel of MassMutual; President, Chief
Executive Officer and Director (since 1996), CM Assurance Company, CM Benefit
Insurance Company, C.M. Life Insurance 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

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<PAGE>

Company); Director (since 1996): MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); G.R. Phelps, Inc. (wholly-owned broker-
dealer subsidiary of MassMutual Holding Company); CM Advantage Inc. (wholly-
owned subsidiary of MassMutual Holding Trust II to act as general partner in
real estate limited partnerships); Director, MassMutual Holding Company
(wholly-owned holding company subsidiary of MassMutual) (principal offices,
1295 State Street, Springfield, Massachusetts); Chairman and Director (since
1996), MML Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company); Director (since 1997), MML Securities Corporation
(a wholly-owned subsidiary of MML Investors Services, Inc. that is a
"Massachusetts Securities Corporation") (principal offices, 1414 Main Street,
Springfield, Massachusetts); Director, Cornerstone Real Estate Advisers, Inc.
(wholly-owned real estate investment adviser subsidiary of MassMutual Holding
Company), One Financial Plaza, Suite 1700, Hartford, Connecticut; Chairman
(since 1997), Vice President (since 1996) and Director, Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton, Bermuda;
Director, MassMutual of Ireland, Ltd. (wholly-owned subsidiary of MassMutual
that formerly provided group insurance claim services), One Earlsfort Centre,
Hatch Street, Dublin, Ireland; Director, MassMutual International (Bermuda)
Ltd. (wholly-owned subsidiary of MassMutual Holding Company that distributes
variable insurance products in overseas markets) (principal offices, 41 Cedar
Avenue, Hamilton, Bermuda).

PETER J. DABOUL, Executive Vice President

Executive Vice President (since 1997), Senior Vice President (1990-1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts.

JAMES E. MILLER, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Senior Vice President (1996-1997), UniCare Life &
Health Insurance Company, Springfield, Massachusetts.

JOHN V. MURPHY, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson and Company Incorporated
(wholly-owned investment advisory subsidiary of DLB Acquisition Corporation);
Senior Vice President and Director (1995-1997), Potomac Babson Incorporated
(investment advisory subsidiary of David L. Babson and Company Incorporated),
New York, New York; Director and Senior Vice President (1995-1997), DLB
Acquisition Corporation (holding company for investment advisers); Director
(since 1997), Oppenheimer Acquisition Corporation (parent of OppenheimerFunds,
Inc., an investment management company); Trustee (1997-1999), MassMutual
Institutional Funds (open-end investment company) (principal offices, 1295
State Street, Springfield, Massachusetts); Director (1989-1998), Emerald Isle
Bancorp and Hibernia Savings Bank (wholly-owned subsidiary of Emerald Isle
Bancorp), 730 Hancock Street, Quincy, Massachusetts.

b. The Investment Sub-Advisers

The directors and executive officers of David L. Babson and Company
Incorporated, their positions and their other business affiliations and
business experience for the past two years are as follows:

Directors and Executive Officers

PETER C. SCHLIEMANN, Director and Executive Vice President

Executive Vice President (since 1992), and Director (since 1982), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts;
Director (1996-1997), Concert Capital Management, Inc. (former investment
advisory subsidiary of DLB Acquisition Corporation), One Memorial Drive,
Cambridge, Massachusetts.

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FRANK L. TARANTINO, Senior Vice President, Clerk and Chief Operating Officer

Senior Vice President, Clerk and Chief Operating Officer (since 1997), David
L. Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts;
President (1993-1997), Liberty Securities Corporation (broker-dealer), 600
Atlantic Avenue, Boston, Massachusetts.

JONATHAN B. TREAT, Director and Senior Vice President

Director and Senior Vice President (since 1992), Portfolio Manager (since
1988), David L. Babson and Company Inc., One Memorial Drive, Cambridge,
Massachusetts.

ROLAND W. WHITRIDGE, Director and Senior Vice President

Director (since 1990) and Senior Vice President (since 1992), Portfolio
Manager (since 1974) David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts.

DEANNE B. DUPONT, Treasurer and Vice-President

Treasurer (since 1996), Vice-President (since 1995) David L. Babson and
Company, Inc. (investment advisory), One Memorial Drive, Cambridge,
Massachusetts.

HarbourView is the investment sub-adviser for the International Equity Fund
of the Registrant. HarbourView is a wholly-owned subsidiary of
OppenheimerFunds, Inc. and was incorporated in the State of New York on
April 17, 1986. The directors and executive officers of HarbourView, their
positions and their other business affiliations and business experience for
the past two years are as follows:

BRIDGET A. MACASKILL, President, Chief Executive Officer and Director

President, Chief Executive Officer and a Director of OppenheimerFunds, Inc.
("OFI"), President and a Director of HarbourView Asset Management Corporation
("HarbourView"); Chairman and Director of Shareholder Services Inc. ("SSI")
and Shareholder Financial Services, Inc. ("SFSI"); President and a Director of
Oppenheimer Acquisition Corp. ("OAC"), the parent of OFI, and Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of OFI; a Director of
Oppenheimer Real Asset Management, Inc.; and a Director of Hillsdown Holding
plc (a U.K. food company).

ANDREW J. DONOHUE, Executive Vice President, General Counsel and Director

Executive Vice President, General Counsel and a Director of OFI,
OppenheimerFunds Distributor, Inc. (a broker-dealer subsidiary of OFI), SSI,
SFSI, Oppenheimer Partnership Holdings, Inc., HarbourView and MultiSource
Services, Inc. (a broker-dealer subsidiary of OFI); President and a Director
of Centennial Asset Management Corporation; President and a Director of
Oppenheimer Real Asset Management, Inc.; General Counsel and Secretary of OAC;
and an officer of the Oppenheimer Funds.

ROBERT C. DOLL, JR. Executive Vice President, Chief Investment Officer and
Director

Executive Vice President, Chief Investment Officer and a Director of OFI;
Executive Vice President of HarbourView; Vice President and a Director of OAC;
and an officer of various Oppenheimer Funds.

O. LEONARD DARLING, Chief Executive Officer and Senior Managing Director

Chief Executive Officer and Senior Managing Director of HarbourView Asset
Management Corporation; Executive Vice-President of Oppenheimer Funds, Inc.

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")

MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited

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<PAGE>

Maturity Fund, MFS Series Trust I (which has thirteen series: MFS Managed
Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS
Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS Convertible
Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS Science and
Technology Fund and MFS Research International Fund), MFS Series Trust II
(which has four series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund,
MFS Intermediate Income Fund and MFS Charter Income Fund), MFS Series Trust
III (which has three series: MFS High Income Fund, MFS Municipal High Income
Fund and MFS High Yield Opportunities Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which
has five series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund and MFS
International Value Fund), MFS Series Trust VI (which has three series: MFS
Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund), MFS
Series Trust VII (which has two series: MFS Global Governments Fund and MFS
Capital Opportunities Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX (which
has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal
Limited Maturity Fund, MFS Research Bond Fund and MFS Intermediate Investment
Grade Bond Fund), MFS Series Trust X (which has seven series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS
International Growth Fund, MFS International Growth and Income Fund, MFS
Strategic Value Fund, MFS Small Cap Value Fund and MFS Emerging Markets Debt
Fund), MFS Series Trust XI (which has four series: MFS Union Standard Equity
Fund, Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian
Fund), and MFS Municipal Series Trust (which has 16 series: MFS Alabama
Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS California
Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia Municipal
Bond Fund, MFS Maryland Municipal Bond Fund, MFS Massachusetts Municipal Bond
Fund, MFS Mississippi Municipal Bond Fund, MFS New York Municipal Bond Fund,
MFS North Carolina Municipal Bond Fund, MFS Pennsylvania Municipal Bond Fund,
MFS South Carolina Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS
Virginia Municipal Bond Fund, MFS West Virginia Municipal Bond Fund and MFS
Municipal Income Fund) (the "MFS Funds"). The principal business address of
each of the MFS Funds is 500 Boylston Street, Boston, Massachusetts 02116.

MFS also serves as investment adviser of the following open-end Funds: MFS
Institutional Trust ("MFSIT") (which has ten series) and MFS Variable
Insurance Trust ("MVI") (which has thirteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.

In addition, MFS serves as investment adviser to the following closed-end
funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts").
The principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.

Vertex Investment Management, Inc., a Delaware corporation and a wholly-
owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser
to Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian Fund,
each a series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.

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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.

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.

C-16
<PAGE>

MFS

The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W. Ballen,
Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William W.
Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Parke is also Chief Equity Officer), Stephen E. Cavan is a
Senior Vice President, General Counsel and an Assistant Secretary, Robert T.
Burns is a Senior Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Treasurer of
MFS.

Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund

Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James
O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS, are
the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.

MFS Series Trust II

Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.

MFS Government Markets Income Trust
MFS Intermediate Income Trust

MFS Series Trust III

James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust IV
MFS Series Trust IX

Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of MFS,
are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust VII

Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS, are
Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

C-17
<PAGE>

MFS Series Trust VIII

Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost,
Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James
R. Bordewick, Jr. is the Assistant Secretary.

MFS Municipal Series Trust

Robert A. Dennis is Vice President, Geoffrey L. Schechter, Vice President of
MFS, is Vice President, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust

Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr.
is the Assistant Secretary.

MFS Municipal Income Trust

Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS Multimarket Income Trust
MFS Charter Income Trust

Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS Special Value Trust

MFS/Sun Life Series Trust

John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account

John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and James
R. Bordewick, Jr. is the Assistant Secretary.

C-18
<PAGE>

MIL Funds

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr.
is the Assistant Secretary.

MFS Meridian Funds

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is the
Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley
are the Assistant Treasurers.

Vertex

Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L. Shames
is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

MIL

Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.

MIL-UK

Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is
the Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFSI--Australia

Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer, John
A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the Secretary,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS Holdings--Australia

Jeffrey L. Shames is the President and a Director, Arnold D. Scott, Thomas
J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFD

Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott, Jr.,
an Executive Vice President of MFS, is the President, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.

MFSC

Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes, a
Senior Vice President and Chief Information Officer of MFS, is Vice Chairman
and a Director, Janet A. Clifford is the President, Joseph

C-19
<PAGE>

W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, Stephen E. Cavan is the Secretary, and Robert T. Burns is the
Assistant Secretary.

MFSI

Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J.
Nanberg is a Senior Vice President, a Managing Director and a Director, Kevin
R. Parke is the Executive Vice President and a Managing Director, George F.
Bennett, Jr., John A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J.
Trainor are Senior Vice Presidents and Managing Directors, Joseph W. Dello
Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and
Robert T. Burns is the Secretary.

RSI

Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is the
President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

In addition, the following persons, Directors or officers of MFS, have the
affiliations indicated:

Donald A. Stewart: President and a Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street West, Toronto, Ontario, Canada
(Mr. Stewart is also an officer and/or Director of various subsidiaries and
affiliates of Sun Life)

John D. McNeil: Chairman, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada (Mr. McNeil is also
an officer and/or Director of various subsidiaries and affiliates of Sun
Life)

Joseph W. Dello Russo: Director of Mutual Fund Operations, The Boston
Company, Exchange Place, Boston, Massachusetts (until August, 1994)

MILLER ANDERSON & SHERRED ("MAS")

MAS is a Pennsylvania limited liability partnership founded in 1969. MAS
provides investment services to employee benefit plans, endowment funds,
foundations and other institutional investors.

The directors and executive officers of MAS, their positions and their other
business affiliations and business experience are as follows:

Richard Brown Worley

Portfolio Manager, Executive Committee Member, MAS: Managing Director,
Morgan Stanley & Co. Incorporated; Portfolio Manager, Morgan Stanley Dean
Witter Investment Management, Inc., Registered Representative, MAS Fund
Distribution, Inc.

Thomas Leonard Bennett

Portfolio Manager, Executive Committee Member Director, MAS; Director,
Morgan Stanley Universal Funds; Managing Director, Morgan Stanley & Co.
Incorporated; Portfolio Manager, Morgan Stanley Dean Witter Investment
Management, Inc.; Chairman, MAS Funds; Director, MAS Fund Distribution, Inc.

Gilbert Schlarbaum

C-20
<PAGE>

Robert J. Marcin

Portfolio Manager, Executive Committee Member, MAS: Portfolio Manager,
Morgan Stanley Asset Management, Inc.; Managing Director, Morgan Stanley & Co.
Incorporated; Registered Representative, MAS Fund Distribution, Inc.

Marna C. Whittington

Executive Committee Member, MAS; Managing Director, Morgan Stanley & Co.
Incorporated; CEO, MAS Fund Distribution, Inc.; Director, Rohn Has.

J.P. MORGAN INVESTMENT MANAGEMENT INC. ("JPMIM")

JPMIM is a registered investment adviser under the Investment Advisers Act
of 1940, as amended, and is a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated. JPMIM manages employee benefit (the "Advisers Act") 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 is a sub-adviser of the
Registrant under the terms of a sub-advisory agreement whereby it provides
investment management services to the Registrant. Waddell & Reed Investment
Management Company is not engaged in any business other than the provision of
investment management services.

Each director and executive officer of Waddell & Reed Investment Management
Company has had as his sole business, profession, vocation or employment
during the past two years only his duties as an executive officer and/or
employee of Waddell & Reed Investment Management Company or its predecessors,
except as to persons who are directors and/or officers of certain registered
investment companies for which Waddell & Reed acts as investment adviser,
except for Mr. Ronald K. Richey. Mr. Richey is Chairman of the Executive
Committee of Torchmark Corporation, the parent company of Waddell & Reed, Inc.
Mr. Richey's address is 2001 Third Avenue South, Birmingham, Alabama 35233.
The address of the others is 6300 Lamar Avenue, Shawnee Mission, Kansas 66202-
4200.

For purposes of this section, the term "Fund Complex" includes each of the
registered investment companies in the United Group of Mutual Funds, Waddell &
Reed Funds, Inc. and TMK/United Funds, Inc.

Robert L. Hechler

Vice President and Principal Financial Officer of each of the funds in the
Fund Complex; Vice President, Chief Operations Officer, Director and Treasurer
of Waddell & Reed Financial Services, Inc.; Executive Vice President,
Principal Financial Officer, Director and Treasurer of WRIMCO; President,
Chief Executive Officer, Principal Financial Officer, Director and Treasurer
of Waddell & Reed, Inc.; President, Director and Treasurer of Waddell & Reed
Services Company; President, Treasurer and Director of Waddell & Reed
Distributors, Inc.; Executive Vice President, Chief Operations Officer and
Director of Waddell & Reed Financial, Inc. Formerly, Director and Treasurer of
Waddell & Reed Asset Management Company.

C-21
<PAGE>

Henry J. Herrmann

Vice President of funds in the Fund Complex; Vice President, Chief
Investment Officer and Director of Waddell & Reed Financial Services, Inc.;
Director of Waddell & Reed, Inc.; President, Chief Executive Officer, Chief
Investment Officer and Director of WRIMCO; President, Chief Investment
Officer, Treasurer and Director of Waddell & Reed Financial, Inc. Formerly,
President, Chief Executive Officer, Chief Investment Officer and Director of
Waddell & Reed Asset Management Company.

Theodore W. Howard

Vice President, Treasurer and Principal Accounting Officer of the funds in
the Fund Complex; Vice President of Waddell & Reed Services Company.

Sharon K. Pappas

Vice President, Secretary and General Counsel of each of the funds in the
Fund Complex; Vice President, Secretary, General Counsel and Director of
Waddell & Reed Financial Services, Inc.; Senior Vice President, Secretary and
General Counsel of WRIMCO and Waddell & Reed, Inc.; Senior Vice President,
Secretary, General Counsel and Director of Waddell & Reed Services Company;
Vice President, Secretary and General Counsel of Waddell & Reed Distributors,
Inc.; Secretary and Director of Waddell & Reed Financial, Inc.; formerly,
Assistant General Counsel of WRIMCO, Waddell & Reed Financial Services, Inc.,
Waddell & Reed, Inc., Waddell & Reed Asset Management Company and Waddell &
Reed Services Company. Formerly, Director, Secretary and General Counsel of
Waddell & Reed Asset Management Company.

Michael L. Avery

Vice President of four funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

Abel Garcia

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

John M. Holliday

Vice President of nine funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Louise D. Rieke

Vice President of four funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Grant P. Sarris

Vice President of the Fund and Vice President of WRIMCO.

W. Patrick Sterner

Vice President of two funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Russell E. Thompson

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Daniel J. Vrabac

Vice President of three funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

C-22
<PAGE>

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.

DEUTSCH ASSET MANAGEMENT

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, DAM is a wholly-owned
subsidiary of Deutsche Bank AG, which is successor in interest by merger to
the business and operations of Bankers Trust Company. To the best knowledge of
Registrant, except as set forth below, the directors and executive officers of
DAM and its parent Deutsche Bank AG have had as their sole business,
profession, vocation or employment during the past two years only their duties
as executive officers/employees of DAM or Deutsche Bank AG, respectively, or
their predecessors. The business address of DAM is 130 Liberty Street, New
York, New York 10006. The business address of Deutsche Bank AG is .

Directors and Executive Officers to be filed by amendment

RS INVESTMENT MANAGEMENT

RS Investment Management ("RS") 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.

Directors and Executive Officers to be filed by amendment

DAVIS SELECTED ADVISERS, L.P.

Davis Selected Advisers, L.P. ("Davis") is a registered investment adviser
under the Advisers Act. 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 124 East Marcy
Street, Santa Fe, New Mexico 87501.

Directors and Executive Officers to be filed by amendment

T. ROWE PRICE ASSOCIATES, INC.

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.

Directors and Executive Officers to be filed by amendment

C-23
<PAGE>

JANUS CAPITAL CORPORATION

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.

Directors and Executive Officers to be filed by amendment

HARRIS ASSOCIATES L.P.

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 LaSalle Street,
Chicago, Illinois 60602.

Directors and Executive Officers to be filed by amendment

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) To be provided by Amendment

Item 28: Location of Accounts and Records

Each account, book or other document required to be maintained by Registrant
pursuant to Section 31 (a) of the Investment Company Act of 1940 and Rules
31a-1 to 31a-3 thereunder are maintained as follows:

(Declaration of Trust and Bylaws)
MassMutual Institutional Funds
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as investment adviser)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as Sub-Adviser)
David L. Babson and Company Inc.
One Memorial Drive
Cambridge, Massachusetts 02142

(With respect to its services as Sub-Adviser)
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048

(With respect to its services as Sub-Adviser)
David L. Babson and Company, Incorporated
1295 State Street
Springfield, MA 01111-0001

C-24
<PAGE>

(With respect to its services as Sub-Adviser)
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116-3741

(With respect to its services as Sub-Adviser)
Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, PA 19428

(With respect to its services as Sub-Adviser)
J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

(With respect to its services as Sub-Adviser)
Waddell & Reed Asset Management Company
6300 Lamar Avenue
P.O. Box 29127
Shawnee Mission, KS 66201-9217

(With respect to its services as Sub-Adviser)
Deutsche Asset Management Company
130 Liberty Street
New York, NY

(With respect to its services as Sub-Adviser)
RS Investment Management
388 Market Street, Suite 200
San Francisco, CA 94111

(With respect to its services as Sub-Adviser)
Davis Selected Advisers, L.P.
124 East Marcy Street
Santa Fe, NM 87501

(With respect to its services as Sub-Adviser)
Harris Associates L.P.
LaSalle Street
Chicago, IL

(With respect to its services as Sub-Adviser)
Janus Capital Corporation
100 Fillmore Street
Denver, CO 80206-4928

(With respect to its services as Sub-Adviser)
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202

(With respect to its services as Sub-Adviser)
MML Distributors, LLC
1414 Main Street
Springfield, MA 01144-1013

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<PAGE>

(With respect to its services as Sub-Administrator, Transfer Agent and
Custodian)
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

(With respect to their services as counsel)
Ropes & Gray
One International Place
Boston, Massachusetts 02110

Item 29: Management Services

Not Applicable.

Item 32: Undertakings

(a) The Registrant hereby undertakes to call a meeting of shareholders for
the purposes of voting upon the question of removal of a trustee or trustees,
and to assist in communications with other shareholders as required by Section
16(c) of the Securities Act of 1933, as amended, but only where it is requested
to do so by the holders of at least 10% of the Registrant's outstanding voting
securities.

(b) The Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

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