UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A Information Required in Proxy Statement

Schedule 14A Information

INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.___)

Filed by the Registrant [X]
☒ Filed by a Party other than the Registrant [ ]
☐
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

MassMutual Institutional Funds
- ------------------------------------------------------------------------------
(Name
☒ Preliminary Proxy Statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material pursuant to Rule 14a-12
MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
(Name of Registrant as Specified In Itsin its Charter)

- ------------------------------------------------------------------------------
(Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
☐ Fee paid previously with preliminary materials:
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
PROXY
PLEASE REVIEW AND VOTE PROMPTLY UPON RECEIPT
[ ][ ], 2022
Dear Shareholder:
You are receiving this proxy statement due to your investment in one or Item 22(a)(2)more mutual funds comprising the MassMutual Select Funds, the MassMutual Premier Funds, or the MassMutual Advantage Funds (separately, the “Trust” and together the “Trusts”). In this proxy statement, each of Schedule 14A.
[ ] $500 perthose mutual funds is referred to as a “Fund” or the “Funds”; each partyFund is a series of a Trust.
Included in this booklet is information about the upcoming shareholders’ meeting of the Funds (the “Meeting”) to be held on May 25, 2022:
Important Information to Help You Understand and Provide Voting Instructions on the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) TitleProposals;
A Notice of Meeting of Shareholders of each class of securities to which transaction applies:

------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identifyFunds, which summarizes the filingissues for which you are being asked to provide voting instructions; and
A Proxy Statement for the offsetting fee was paid
previously. IdentifyMeeting, which provides comprehensive information on the previous filingspecific issues being considered at the Meeting.
Also enclosed are your voting instruction card(s) and a postage-paid return envelope. You can also provide instructions by registration statementtelephone or by Internet. Simply call the toll-free number or visit the Formweb site indicated on your voting instruction card(s), enter the control number found on the card(s), and follow the recorded or Scheduleon-line instructions.
Each proposal has been carefully reviewed by the Funds’ Board of Trustees. The Trustees believe that these proposals are in the interests of shareholders. The Trustees recommend that you vote FOR each proposal.
We encourage you to review each of these items thoroughly. A prompt response on your part will help to ensure that your interests are represented.
Thank you for responding promptly to this important proxy vote.
Sincerely,
Paul LaPiana
President
MassMutual Select Funds
MassMutual Premier Funds
MassMutual Advantage Funds
2
Important Information to Help You Understand and Provide Voting Instructions on the dateProposals
The following Q&A is provided to assist you in understanding the proposals. Each of its filing.

1) Amount Previously Paid:

------------------------------------------------------------------------
2) Form, Schedulethe proposals is described in greater detail in the enclosed proxy statement. Please read the full text of the proxy statement. Your voting instructions are important.
What proposals am I being asked to vote on?
All shareholders will be asked to provide voting instructions on the following proposals:
1. To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series.
Depending on the Funds in which you have an interest, you may be asked to provide voting instructions on one or Registration Statement No.:

------------------------------------------------------------------------
3) Filing Party:

------------------------------------------------------------------------
4) Date Filed:

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

NOTICE OF

SPECIAL MEETING OF SHAREHOLDERS

To Be Held October 16, 1996more of the following proposals for any Fund:
2. To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified.” (To be voted upon by shareholders of the applicable Funds.)
How do the Trustees recommend that I vote?
The Trustees recommend that shareholders vote FOR each of the proposals.
How do I provide voting instructions?
By telephone: Call the toll-free number printed on your voting instruction card(s) and PROXY STATEMENT

for

MASSMUTUAL INSTITUTIONAL FUNDS

Your vote is important. Please date, complete,following the recorded instructions.
On-line: Visit www.proxyvote.com and following the on-line instructions.
By mail: Complete and sign the enclosed voting instruction card(s) and mail it (them) in the enclosed postage-paid return envelope.
Proposal 1. To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series.
What are shareholders being asked to do?
Shareholders are being asked to elect R. Bradford Malt, Cynthia R. Plouché, and Jason J. Price, who are not currently Trustees, and to elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, C. Ann Merrifield, Clifford M. Noreen and Susan B. Sweeney, each of whom currently serves as a Trustee.
Will a majority of the Trustees be independent of MassMutual?
Yes. Eight of the 10 members of the Board will be “independent Trustees,” one of whom will serve as the independent Chairperson of the Board. Only two will be considered “interested persons” of MML Investment Advisers, LLC (“MML Advisers”), the investment adviser to the Trusts under the Investment Company Act of 1940, as amended (the “1940 Act”), which is the federal statute that governs the management and operations of mutual funds.
Proposal 2. To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified”.
Why are you proposing this change?
MassMutual Blue Chip Growth Fund and MassMutual Disciplined Growth Fund are currently classified as “diversified” funds for purposes of Section 5(b)(1) of the 1940 Act. Both funds are managed against the Russell 1000^® Growth Index,
3
which has become increasingly concentrated in its top holdings (e.g. Apple, Microsoft and Amazon). Due to the 1940 Act diversification requirements, the Fund must underweight these holdings relative to their weights in the Russell 1000^® Growth Index even if the portfolio managers find them to be attractive investment opportunities. In practice, this means that the Funds are unable to invest in these issuers to the extent that the portfolio managers desire as a result of the need to comply with the 1940 Act diversification requirements. Non-diversified status will give each Fund’s investment team increased flexibility to invest a greater percentage of the Fund’s assets in a more limited number of issuers, similar to the Fund’s benchmark. Although each Fund would be exposed to non-diversification risk, as its ability to invest more of its assets in the securities of fewer issuers would increase its vulnerability to factors affecting its larger investments, MML Advisers believes these additional risks are outweighed by the potential for improved performance.
After careful consideration, each Fund’s Board of Trustees has unanimously determined that the reclassification of the Fund as non-diversified would be in the best interest of the Fund and its shareholders.
4
MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
1295 State Street
Springfield, Massachusetts 01111-0001
MassMutual Total Return Bond Fund
MassMutual Strategic Bond Fund
MassMutual Select BlackRock Global Allocation Fund
MassMutual Diversified Value Fund
MassMutual Fundamental Value Fund
MM S&P 500^® Index Fund
MassMutual Equity Opportunities Fund
MassMutual Fundamental Growth Fund
MassMutual Blue Chip Growth Fund
MassMutual Growth Opportunities Fund
MassMutual Mid Cap Value Fund
MassMutual Small Cap Value Equity Fund
MassMutual Small Company Value Fund
MM S&P^® Mid Cap Index Fund
MM Russell 2000^® Small Cap Index Fund
MassMutual Mid Cap Growth Fund
MassMutual Small Cap Growth Equity Fund
MM MSCI EAFE^® International Index Fund
MassMutual Overseas Fund
MassMutual Select T. Rowe Price International Equity Fund
MassMutual 20/80 Allocation Fund
MassMutual 40/60 Allocation Fund
MassMutual 60/40 Allocation Fund
MassMutual 80/20 Allocation Fund
MassMutual RetireSMART^SM by JPMorgan In Retirement Fund
MassMutual RetireSMART^SM by JPMorgan 2020 Fund
MassMutual RetireSMART^SM by JPMorgan 2025 Fund
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
MassMutual RetireSMART^SM by JPMorgan 2035 Fund
MassMutual RetireSMART^SM by JPMorgan 2040 Fund
MassMutual RetireSMART^SM by JPMorgan 2045 Fund
MassMutual RetireSMART^SM by JPMorgan 2050 Fund
MassMutual RetireSMART^SM by JPMorgan 2055 Fund
MassMutual RetireSMART^SM by JPMorgan 2060 Fund
MassMutual Select T. Rowe Price Retirement Balanced Fund
MassMutual Select T. Rowe Price Retirement 2005 Fund
MassMutual Select T. Rowe Price Retirement 2010 Fund
MassMutual Select T. Rowe Price Retirement 2015 Fund
MassMutual Select T. Rowe Price Retirement 2020 Fund
MassMutual Select T. Rowe Price Retirement 2025 Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
MassMutual Select T. Rowe Price Retirement 2035 Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
MassMutual Select T. Rowe Price Retirement 2045 Fund
MassMutual Select T. Rowe Price Retirement 2050 Fund
MassMutual Select T. Rowe Price Retirement 2055 Fund
MassMutual Select T. Rowe Price Retirement 2060 Fund
MM Equity Asset Fund
MassMutual Select T. Rowe Price Bond Asset Fund
MassMutual Select T. Rowe Price Emerging Markets Bond Fund
MassMutual Select T. Rowe Price Large Cap Blend Fund
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
MassMutual Select T. Rowe Price Real Assets Fund
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
5
MassMutual U.S. Government Money Market Fund
MassMutual Inflation-Protected and Income Fund
MassMutual Core Bond Fund
MassMutual Diversified Bond Fund
MassMutual Balanced Fund
MassMutual Disciplined Value Fund
MassMutual Main Street Fund
MassMutual Disciplined Growth Fund
MassMutual Small Cap Opportunities Fund
MassMutual Global Fund
MassMutual International Equity Fund
MassMutual Strategic Emerging Markets Fund
MassMutual Short-Duration Bond Fund
MassMutual High Yield Fund
MassMutual Global Floating Rate Fund
MassMutual Global Credit Income Opportunities Fund
MassMutual Emerging Markets Debt Blended Total Return Fund
MassMutual Global Emerging Markets Equity Fund
(each, a “Fund” and collectively, the “Funds”)
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held on May 25, 2022
Dear Shareholder:
Due to your investment in one or more mutual funds comprising the MassMutual Select Funds, the MassMutual Premier Funds, or the MassMutual Advantage Funds (separately, a “Trust” and together the “Trusts”), you are entitled to vote on certain proposals to be considered at the meeting of shareholders (the “Meeting”).
The Meeting will be held on May 25, 2022 at 3:00 p.m. EST (the “Meeting Date”) solely by means of remote communication. Instructions on participating in the Meeting are provided below. You are entitled to vote on Proposal 1 below, and depending on the Fund(s) you own, potentially on Proposal 2:
1. To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series for an indefinite term of office (To be voted upon by the shareholders of the Trusts as a whole);
2. To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified” (To be voted upon by the shareholders of the applicable Funds, voting separately by Fund); and
3. To transact such other business as may properly come before the Meeting and any adjournments thereof.
Each Trust will hold its meeting simultaneously with the other Trusts. With respect to Proposal 1, all of the shareholders of Funds that are series of the same Trust will vote together as a single class. With respect to Proposal 2, shareholders of the applicable Funds will vote separately.
Attached to this notice is the Proxy Instruction FormStatement of the Funds. You are urged to read this statement carefully before voting by telephone or Internet or completing your voting instruction card.
6
To participate in the Meeting, shareholders must register in advance by visiting https://viewproxy.com/MassMutual/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Trusts’ proxy tabulator.
Shareholders whose shares are registered directly with a Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s voting instruction card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than [2 days prior to Meeting Date], but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://viewproxy.com/MassMutual/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at www.proxyvote.com. Only shareholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.
Andrew M. Goldberg
Secretary
MassMutual Select Funds
MassMutual Premier Funds
MassMutual Advantage Funds
[ ] [ ], 2022
It is important that your shares be represented. Please provide voting instructions by telephone or by Internet by following the instructions on your voting instruction card, or promptly mark your voting instructions on the enclosed card; then, sign, date, and mail it in the enclosedaccompanying postage-paid return envelope which requires
no postage if mailed in the United States.

envelope. Your prompt response will help ensure that your interests are represented.
7
MassMutual Select Funds
MASSMUTUAL INSTITUTIONAL FUNDS
PREMIER FUNDs
MASSMUTUAL ADVANTAGE FUNDs
1295 State Street
Springfield, Massachusetts 01111

NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
To be Held October 16, 1996

To the Shareholders:

A Special Meeting of Shareholders of 01111-0001
MassMutual Institutional Funds (the
"Trust") will be held at the office of the Trust, 1295 State Street,
Springfield, Massachusetts, at 9:30 a.m., Springfield time, Wednesday, October
16, 1996 for the following purposes:

1. Approval of Investment Sub-Advisory Agreements (shareholders of
Total Return Bond Fund
MassMutual Strategic Bond Fund
MassMutual Select BlackRock Global Allocation Fund
MassMutual Diversified Value Fund
MassMutual Fundamental Value Fund
MM S&P 500^® Index Fund
MassMutual Equity Opportunities Fund
MassMutual Fundamental Growth Fund
MassMutual Blue Chip Growth Fund
MassMutual Growth Opportunities Fund
MassMutual Mid Cap Value Fund
MassMutual Small Cap Value Equity Fund
MassMutual Small Company Value Fund
MM S&P^® Mid Cap Index Fund
MM Russell 2000^® Small Cap Index Fund
MassMutual Mid Cap Growth Fund
MassMutual Small Cap Growth Equity Fund
MM MSCI EAFE^® International Index Fund
MassMutual Overseas Fund
MassMutual Select T. Rowe Price International Equity Fund
MassMutual 20/80 Allocation Fund
MassMutual 40/60 Allocation Fund
MassMutual 60/40 Allocation Fund
MassMutual 80/20 Allocation Fund
MassMutual RetireSMART^SM by JPMorgan In Retirement Fund
MassMutual RetireSMART^SM by JPMorgan 2020 Fund
MassMutual RetireSMART^SM by JPMorgan 2025 Fund
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
MassMutual RetireSMART^SM by JPMorgan 2035 Fund
MassMutual RetireSMART^SM by JPMorgan 2040 Fund
MassMutual RetireSMART^SM by JPMorgan 2045 Fund
MassMutual RetireSMART^SM by JPMorgan 2050 Fund
MassMutual RetireSMART^SM by JPMorgan 2055 Fund
MassMutual RetireSMART^SM by JPMorgan 2060 Fund
MassMutual Select T. Rowe Price Retirement Balanced Fund
MassMutual Select T. Rowe Price Retirement 2005 Fund
MassMutual Select T. Rowe Price Retirement 2010 Fund
MassMutual Select T. Rowe Price Retirement 2015 Fund
MassMutual Select T. Rowe Price Retirement 2020 Fund
MassMutual Select T. Rowe Price Retirement 2025 Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
MassMutual Select T. Rowe Price Retirement 2035 Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
MassMutual Select T. Rowe Price Retirement 2045 Fund
MassMutual Select T. Rowe Price Retirement 2050 Fund
MassMutual Select T. Rowe Price Retirement 2055 Fund
MassMutual Select T. Rowe Price Retirement 2060 Fund
MM Equity Asset Fund
MassMutual Select T. Rowe Price Bond Asset Fund
MassMutual Select T. Rowe Price Emerging Markets Bond Fund
MassMutual Select T. Rowe Price Large Cap Blend Fund
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
MassMutual Select T. Rowe Price Real Assets Fund
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
8
MassMutual U.S. Government Money Market Fund
MassMutual Inflation-Protected and Income Fund
MassMutual Core Bond Fund
MassMutual Diversified Bond Fund
MassMutual Balanced Fund
MassMutual Disciplined Value Fund
MassMutual Main Street Fund
MassMutual Disciplined Growth Fund
MassMutual Small Cap Opportunities Fund
MassMutual Global Fund
MassMutual International Equity Fund
MassMutual Strategic Emerging Markets Fund
MassMutual Short-Duration Bond Fund
MassMutual High Yield Fund
MassMutual Global Floating Rate Fund
MassMutual Global Credit Income Opportunities Fund
MassMutual Emerging Markets Debt Blended Total Return Fund
MassMutual Global Emerging Markets Equity Fund
9
PROXY STATEMENT
FOR THE MEETING OF SHAREHOLDERS
To Be Held on May 25, 2022
Important Notice Regarding the Availability of this Proxy Statement
This Proxy Statement is available at www.proxyvote.com
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of the MassMutual Select Funds, MassMutual Premier Funds, and MassMutual Balanced Fund only).

2. ElectionAdvantage Funds (each a “Trust” and together, the “Trusts”), of Richard H. Ayers, David E. A. Carson , Richard G. Dooley,
Richard W. Greene, Beverly C. L. Hamilton, and F. William Marshall,
Jr. as Trustees (all shareholders).

3. Ratificationwhich each of the selectionabove-referenced funds (each, a “Fund” and collectively, the “Funds”) is a series, for use at the meeting of Coopers & Lybrand L.L.P. as auditorsthe shareholders of the Funds (the “Meeting”) to be held solely by means of remote communication at 3:00 p.m., EST, on May 25, 2022, and at any adjournment(s) thereof, for the fiscal year ending December 31, 1996 (all shareholders)purposes set forth in the accompanying Notice of Meeting of Shareholders (the “Notice”). OnlyThe Notice, this Proxy Statement, and the enclosed voting instruction card are first being mailed, or otherwise being made available, to shareholders on or about [March] [ ], 2022. Please read this Proxy Statement and keep it for future reference.
The Meeting has been called for the purpose of having the shareholders of the Funds consider and take action upon the proposals listed in the Notice (the “Proposals”). This Proxy Statement contains information you should know before voting on the Proposals. The following are the Proposals presented in this Proxy Statement for which the Funds are soliciting proxies and the Funds that are affected by such Proposals:
Proposal Affected Funds
Proposal 1: To elect Allan W. Blair, Nabil El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series for an indefinite term of office.
All Funds
Proposal 2: To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified”. MassMutual Blue Chip Growth Fund and MassMutual Disciplined Growth Fund
This solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying voting instruction card. Supplementary solicitations of proxies may be made by mail, telephone, facsimile, or electronic mail (“e-mail”) by officers of the Trusts and officers and employees of MML Investment Advisers, LLC (the “Adviser”) or its affiliates, and other representatives of the Trusts.
Shareholders of record at the close of business on September 12, 1996February 25, 2022 (the “Record Date”) are entitled to notice of and to vote at this meeting and any adjournment
thereof.

By Order of the Board of Trustees,

STEPHEN L. KUHN
Vice President and Secretary
Springfield, Massachusetts
October 4, 1996

-1-

MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111

PROXY STATEMENT

General Information

The enclosed proxy is solicited by and on behalf of the Board of Trustees
of MassMutual Institutional Funds (the "Trust") in connection with a Special
Meeting of Shareholders to be held at 1295 State Street, Springfield,
Massachusetts, at 9:30 a.m., October 16, 1996 (the "Special Meeting") for the
purposes described below. The cost of preparing and mailing this Proxy
Statement, the Notice of Special Meeting, the Proxy Instruction Form and any
additional material which may hereafter be furnished in connection with the
solicitation of proxies will be paid by Massachusetts Mutual Life Insurance
Company ("MassMutual") pursuant to the terms of its Administrative and
Shareholder Services Agreements with the Trust, on behalf of MassMutual Prime
Fund ("Prime Fund"), MassMutual Short-Term Bond Fund ("Short-Term Bond Fund"),
MassMutual Core Bond Fund ("Core Bond Fund"), MassMutual Balanced Fund
("Balanced Fund"), MassMutual Value Equity Fund ("Value Equity Fund"),
MassMutual Small Cap Value Equity Fund ("Small Cap Value Equity Fund"), and
MassMutual International Equity Fund ("International Equity Fund") (the seven
series of the Trust, hereinafter referred to collectively as the "Funds").

This Proxy Statement and the enclosed Proxy Instruction Form were first
sent to shareholders on or about October 4, 1996. A shareholder giving the proxy
has the power to revoke it at any time before it is exercised. A proxy may be
revoked only by the Trust's receipt of a signed and dated written notice of
revocation, by filing a duly executed Proxy Instruction Form bearing a later
date, or by attending the Special Meeting and voting in person.

The Special Meeting will be held for the following purposes:

Proposal Shareholders Solicited
------------------------- ----------------------

(1) Approval of Investment Shareholders of Value Equity Fund,
Sub-Advisory Agreements Small Cap Value Equity Fund,
and Balanced Fund only

(2) Election of Richard H. Ayers, All shareholders
David E. A. Carson, Richard G. Dooley,
Richard W. Greene, Beverly C. L.
Hamilton and F. William Marshall, Jr.
as Trustees

-2-

(3) Ratification of the selection of All shareholders
Coopers & Lybrand L.L.P. as
auditors for the fiscal year ending
December 31, 1996

To be entitled toreceive notice of, and to vote at, the Special Meeting a
shareholder must have ownedor any adjournment(s) thereof. The number of shares of each Fund issued and outstanding on the Trust asRecord Date is shown in Appendix A. Shareholders of a Fund on the close of business on
September 12, 1996 (the "Record Date"). ShareholdersRecord Date shall be entitled to vote shall
have one vote for each whole share of the Trust ownedheld, as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote for each fractional share owned. Proxy Instruction Forms are enclosed for
this purpose. On the Record Date, there were 317,942,369.27 votes eligible to be
cast at this meeting, attributable to each Fund as follows:

Prime Fund: 1,535,470.40 shares
Short-Term Bond Fund: 13,343,403.33 shares
Core Bond Fund: 30,752,701.81 shares
Balanced Fund: 41,884,702.61 shares
Value Equity Fund: 167,208,460.54 shares
Small Cap Value Equity Fund: 34,223,488.57 shares
International Equity Fund: 28,994,142.01 shares

Quorum and Vote Required
- ------------------------

vote. With respect to Proposal 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of Balancedall Funds that are series of that Trust will be voted together as a single class. With respect to Proposal 2, each Fund will vote separately.
The principal executive offices of the Trusts are located at 1295 State Street, Springfield, MA 01111-0001. Upon request and without charge, the Trusts will furnish each person to whom this Proxy Statement is delivered with a copy of the Funds’ latest annual and semi-annual reports (if any) to shareholders. You may obtain copies of one or more reports without charge by telephoning toll-free (888) 309-3539, or by writing to the Trust at c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001. The expenses of the preparation of the Proxy Statement and related materials, including printing and delivery costs, and vote solicitation will be borne by the Funds.
The Trusts have engaged Broadridge Financial Solutions, Inc. (“Broadridge”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well
10
as vote solicitation and tracking. It is anticipated that the cost of these services will be approximately $_______ and may increase substantially in the event any vote is contested or increased solicitation efforts are required.
I. PROPOSAL 1: ELECTION OF TRUSTEES
Affected Funds: All Funds
The Board’s Nominating and Governance Committee is responsible for making recommendations concerning the nominees for election as Trustees of the Funds. The Nominating and Governance Committee consists solely of Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds. Those Trustees who are not “interested persons” of the Funds are referred to as “Independent Trustees” in this Section I of the Proxy Statement.
The Board is currently comprised of eight Trustees: Allan W. Blair, R. Alan Hunter, Jr., Nabil N. El-Hage, Maria D. Furman, Michael R. Fanning, C. Ann Merrifield, Clifford M. Noreen, and Susan B. Sweeney. All of those Trustees are Independent Trustees except Mr. Fanning and Mr. Noreen. Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election. The Board’s Nominating and Governance Committee has nominated R. Bradford Malt, Cynthia R. Plouché, and Jason J. Price to stand for election to the Board of Trustees of the Trusts and Messrs. Blair, El-Hage, Fanning and Noreen and Mses. Furman, Merrifield and Sweeney, each of whom currently serves as a Trustee, to stand for election to the Board of Trustees of the Trusts (collectively, the “Nominees”).
If elected, each Trustee of the Trusts will serve until the election and qualification of his or her successor or until he or she dies, resigns, or is removed. Unless the Trustees determine that it is desirable and in the best interest of the Trusts that an exception to the retirement policy of the Trusts be made, a Trustee shall retire and cease to serve as a Trustee upon the conclusion of the calendar year in which such Trustee attains the age of seventy-five years, however an interested Trustee of the Trust shall no longer serve as Trustee if or when they are no longer an employee of MassMutual or an affiliate.
The following table provides information concerning the Nominees for election by shareholders. Unless otherwise noted, (i) each Trustee and Nominee has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity and (ii) the address of the Trustees and officers is c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001.
Name And Age Position(s) Held with Trusts Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee/Nominee During Past Five Years¹
Independent Trustees
Allan W. Blair
Year of Birth: 1948 Trustee Since 2003 with MassMutual Select Funds; Since 2012 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds Retired. 115 Trustee (since 2003), MML Series Investment Fund (open-end investment company); Trustee (since 2012), MML Series Investment Fund II (open-end investment company).
11
Name And Age Position(s) Held with Trusts Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee/Nominee During Past Five Years¹
Nabil N. El-Hage
Year of Birth: 1958 Trustee Since 2012 with MassMutual Select Funds; Since 2003 with MassMutual Premier Funds (Chairperson 2006-2012); Since 2021 with MassMutual Advantage Funds. Founder and CEO (since 2018), AEE International LLC (a Puerto Rico LLC); Founder and sole member (2016-2018), PR Academy of Executive Education LLC (a Puerto Rico LLC). 116 Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), Chairman (2006-2012), MML Series Investment Fund II (open-end investment company): Chairperson and Trustee (since 2021) MassMutual AccessSM Pine Point Fund (closed-end investment company).
Maria D. Furman
Year of Birth: 1954 Trustee Since 2012 with MassMutual Select Funds; Since 2004 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds. Retired. 115 Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company).
R. Alan Hunter, Jr.²
Year of Birth: 1946 Trustee Since 2003 with MassMutual Select Funds (Chairperson 2016 – 2021); Since 2012 with MassMutual Premier Funds (Chairperson 2016 – 2021); Since 2021 with MassMutual Advantage Funds (Chairperson in 2021). Retired. 115 Trustee (since 2003), Chairperson (2016 – 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2012), Chairperson (2016 – 2021), MML Series Investment Fund II (open-end investment company).
R. Bradford Malt
Year of Birth: 1954 Nominee N/A Chairman (2004-2019), Management Committee (1993-2019), Partner (1987-2019), Associate (1979-1987), Ropes & Gray LLP (counsel to the Funds and MassMutual).³ N/A N/A
12
Name And Age Position(s) Held with Trusts Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee/Nominee During Past Five Years¹
C. Ann Merrifield
Year of Birth: 1951 Trustee Since 2012 with MassMutual Select Funds; Since 2004 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds. Retired. 115 Lead Director (since 2020), Lyra Therapeutics (a clinical-stage specialty pharmaceutical company); Chairperson (since 2017), Director (since 2014), InVivo Therapeutics (research and clinical-stage biomaterials and biotechnology company); Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company).
Cynthia R. Plouché
Year of Birth: 1957 Nominee N/A Retired; Assessor (2014-2018), Moraine Township (property assessment). 1 Trustee (since 2014), Northern Trust Funds (open-end investment companies); Trustee (since 2021), MassMutual Access^SM Pine Point Fund (closed-end investment company).
Jason J. Price
Year of Birth: 1973 Nominee N/A Co Founder and Chairman of the Board (2017 – 2021) NXTHVN (arts organization); Principal (2012-2017), Exaltare Capital Partners, LLC (private equity firm). 1 Trustee (since 2021), MassMutual Access^SM Pine Point Fund (closed-end investment company).
13
Name And Age Position(s) Held with Trusts Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee/Nominee During Past Five Years¹
Susan B. Sweeney
Year of Birth: 1952 Chairperson⁴ and Trustee Since 2009 with MassMutual Select Funds (Chairperson since 2022); Since 2012 with MassMutual Premier Funds (Chairperson since 2022); Since 2021 with MassMutual Advantage Funds (Chairperson since 2022). Retired. 118⁵ Trustee (since 2012), Barings Corporate Investors (closed-end investment company); Trustee (since 2012), Barings Participation Investors (closed-end investment company); Chairperson (since 2022), Trustee (since 2009), MML Series Investment Fund (open-end investment company); Chairperson (since 2022), Trustee (since 2012), MML Series Investment Fund II (open-end investment company); Trustee (since 2021), MassMutual AccessSM Pine Point Fund (closed-end investment company).
Interested Trustees
Michael R. Fanning⁶
Year of Birth: 1963 Trustee
Since 2021, MassMutual Select Funds, MassMutual Premier Funds and MassMutual Advantage Funds. Director (since 2016), MML Advisers; Head of MassMutual U.S. (since 2016), Executive Vice President (2016- 2018), Member of MassMutual’s Executive Leadership Team (since 2008), MassMutual. 115 Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company).
Clifford M. Noreen⁶
Year of Birth: 1957 Trustee Since 2021, MassMutual Select Funds, MassMutual Premier Funds and MassMutual Advantage Funds. Head of Global Investment Strategy (since 2019), Deputy Chief Investment Officer (2016-2018), MassMutual; President (2008-2016), Vice Chairman (2007-2008), Member of the Board of 117⁵ Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Chairman and Trustee (since 2009), Barings Corporate Investors (closed-end investment company); Chairman
14
Name And Age Position(s) Held with Trusts Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee/Nominee During Past Five Years¹
Managers (2006-2016), Managing Director (2000-2016), Barings, LLC. and Trustee (since 2009), Barings Participation Investors (closed-end investment company); Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company).
¹ Directorships of companies not reported in the “principal occupation” column that have a class of securities registered or subject to registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or are registered as investment companies under the 1940 Act.
² Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election.
³ Mr. Malt retired as a partner of Ropes & Gray LLP on December 31, 2019 and was named Chairman Emeritus of the firm at that time.
⁴ The Chairperson is elected to hold such office for a term of three years or until his or her successor is elected and qualified to carry out the duties and responsibilities of his or her office, or until he or she retires, dies, resigns, is removed, or becomes disqualified, and any such Chairperson may not serve more than two consecutive terms.
⁵ Barings Participation Investors and Barings Corporate Investors are deemed to be a part of the Fund Complex, because they are managed by Barings LLC, an affiliate of MML Advisers.
⁶ Mr. Fanning and Mr. Noreen are “Interested Persons,” as that term is defined in the 1940 Act, as employees of MassMutual.
Nominee Qualifications
The Trusts’ Agreements and Declarations of Trust do not set forth any specific qualifications to serve as a trustee. The charter of the Nominating and Governance Committee of each Trust states that all Independent Trustee candidates must have a college degree or, in the judgment of the Committee, equivalent business experience; and that the Committee may take into account a wide variety of factors in considering independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
(i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board;
(ii) relevant industry and related experience;
(iii) educational background;
(iv) depth and breadth of financial expertise, including whether the candidate would qualify as an “independent” “audit committee financial expert” as those terms are defined in Item 3 of Form N-CSR;
15
(v) whether, and to what extent, a candidate’s background, experience and skills would complement the background, experience and skills of the Board’s existing Trustees; and
(vi) an assessment of the candidate’s ability, judgment, expertise, reputation, and integrity.
In the case of a shareholder-recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs. The Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds.
The following is a summary of the particular professional and other experience of each Nominee that was relevant to the nomination of that individual (as of the date of this Proxy Statement). Each Trustee or Nominee was nominated to serve on the Board based on his or her overall experience and the Board did not identify any specific qualification as all-important or controlling. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws.
Allan W. Blair — As a former trustee and audit and compliance committee member of a large healthcare system, Mr. Blair has experience with financial, regulatory, and operational issues. He also has served as president and/or CEO of several non-profit and quasi-public organizations for over 30 years. Mr. Blair holds a BA from the University of Massachusetts at Amherst and a JD from Western New England College School of Law.
Nabil N. El-Hage — As a former CEO or CFO of various public and private companies, Mr. El-Hage has experience with financial, regulatory, and operational issues. He has also taught corporate finance at the graduate level, and has served as a director for more than a dozen public and private companies and as an associate at a venture capital firm. Mr. El-Hage holds a BS in Electronic Engineering from Yale University and an MBA with high distinction from Harvard University.
Michael R. Fanning — As an executive and/or director of financial services and insurance companies, Mr. Fanning has experience with financial, regulatory, and operational issues. He also has served as an audit committee member for financial services and insurance companies. Mr. Fanning holds a BA in Economics and a BA in Organizational Behavior and Management from Brown University.
Maria D. Furman — As a trustee and chairperson or member of the audit and investment committees of various educational organizations, and as a former managing director, director, and portfolio manager at an investment management firm, Ms. Furman has experience with financial, regulatory, and operational issues. She also has served as an audit and investment committee member and a director, treasurer and investment committee chair for environmental, educational, and healthcare organizations. Ms. Furman is a CFA charterholder and holds a BA from the University of Massachusetts at Dartmouth.
R. Alan Hunter, Jr.¹ — As the former chairman of the board of non-profit organizations and a former director of a publicly traded company, Mr. Hunter has experience with financial, regulatory, and operational issues. He also held executive positions with a manufacturing company. Mr. Hunter holds a BA from Dickinson College and an MBA from the University of Pennsylvania.
R. Bradford Malt — As a current Chairman Emeritus, a former Chairman, and a former partner of a corporate law firm, which serves as counsel to the Trusts and to MML Advisers, with over 40 years of financial services experience, Mr. Malt has expertise in financial, regulatory, and operational issues. He has also served as a director for several public and private companies. Mr. Malt holds an AB in Applied Mathematics from Harvard College and a JD from Harvard Law School.
C. Ann Merrifield — As a trustee of a healthcare organization, current and former partner director of specialty pharmaceutical companies, former biotechnology executive, former partner of a consulting firm and investment officer at a large insurance company, Ms. Merrifield has experience with financial, regulatory, and operational issues. She also has served as an audit committee member for a manufacturing company and currently serves as such for two public life sciences companies. Ms. Merrifield holds a BA and M. Ed. from the University of Maine and an MBA from Amos Tuck School of Business Administration at Dartmouth College.
16
Clifford M. Noreen — As an executive of financial services companies with over 35 years of investment management experience, a director of several publicly traded and private companies, an investment committee member of two non-profit organizations, and a director and/or officer of various investment companies and private funds, Mr. Noreen has experience with financial, regulatory, and operational issues. Mr. Noreen is a Chartered Financial Analyst. He holds a BA from the University of Massachusetts and an MBA from American International College.
Cynthia R. Plouché — As a former assessor of a township, a former portfolio manager for asset management firms, and a former chief investment officer and managing director of an asset management firm with over 32 years of financial services experience, Ms. Plouché has experience with financial, regulatory, and operational issues. She has also served as a trustee and audit committee member for open-end investment companies and a trustee for a closed-end investment company. Ms. Plouché holds a BA in Psychology and Social Relations from Harvard University and an MBA from the Wharton School at the University of Pennsylvania.
Jason J. Price — As a former executive with over 25 years of financial services experience, Mr. Price has experience with financial, regulatory, and operational issues. He served as a Senior Vice President of Cigna Investment Management from 2009 to 2012 and as Head of Private Equity for the State of Connecticut Office of the Treasurer from 2005 to 2009. Mr. Price holds a BA in Business Administration from Morehouse College and an MBA from Harvard Business School.
Susan B. Sweeney— As a former executive and investment officer of a property and casualty company and a former executive of a financial services company with over 35 years of financial services experience, Ms. Sweeney has experience with financial, regulatory, and operational issues. From 2010 to 2014, she was Chief Investment Officer and Senior Vice President of Selective Insurance Company of America. She also served as Chief Investment Officer for the State of Connecticut Pension Fund from 2002 to 2007, directing a multi-asset portfolio. Ms. Sweeney holds a BS in Business Studies from Connecticut Board for State Academic Awards, an MBA from Harvard Business School, and a Doctor of Humane Letters from Charter Oak State College.
¹Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election.
Board Leadership Structure and Risk Oversight
The Board is currently comprised of eight Trustees, a majority of whom are Independent Trustees. The Board is generally responsible for the management and oversight of the business and affairs of the Trusts. The Trustees formulate the general policies of the Trusts and the Funds, approve contracts, and authorize Trust officers to carry out the decisions of the Board. To assist them in this role, the Independent Trustees have retained independent legal counsel.
The Board has appointed an independent Trustee Chairperson of the Trusts. The Chairperson presides at Board meetings and may call a Board or committee meeting when she deems it necessary. The Chairperson participates in the preparation of Board meeting agendas and may generally facilitate communications among the Trustees, and between the Trustees and the Trusts’ management, officers, and independent legal counsel, between meetings. The Chairperson may also perform such other functions as may be requested by the Board from time to time. The Board has established the three standing committees described below and may form working groups or ad hoc committees as needed.
The Board believes this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment and allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. The Board also believes that having a majority of independent Trustees is appropriate and in the best interest of the Funds’ shareholders. However, in the Board’s opinion, having interested persons serve as Trustees brings both corporate and financial viewpoints that are significant elements in its decision-making process. The Board reviews its leadership structure at least annually and may make changes to it at any time, including in response to changes in the characteristics or circumstances of the Trusts.
As registered investment companies, the Funds are subject to a variety of risks, including, among others, investment risks, financial risks, compliance risks, and operational risks. The Funds’ investment adviser and administrator, MML Advisers, has primary responsibility for the Funds’ risk management on a day-to-day basis as part of its overall responsibilities. The Funds’ subadvisers are primarily responsible for managing investment risk as part of their day-to-day investment management responsibilities, as well as operational risks at their respective firms. The Funds’ investment adviser and Chief Compliance Officer also assist the Board in overseeing the significant investment policies of the Funds and monitor the various compliance policies and procedures approved by the Board as a part of its oversight responsibilities.
17
In discharging its oversight responsibilities, the Board considers risk management issues throughout the year by reviewing regular reports prepared by the Funds’ investment adviser and Chief Compliance Officer, as well as special written reports or presentations provided on a variety of risk issues, as needed. For example, the investment adviser reports to the Board quarterly on the investment performance of each of the Funds, the financial performance of the Funds, overall market and economic conditions, and legal and regulatory developments that may impact the Funds. The Funds’ Chief Compliance Officer, who reports directly to the Board’s Independent Trustees, provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning (i) compliance matters relating to the Funds, the Funds’ investment adviser and subadvisers, and the Funds’ other key service providers; (ii) regulatory developments; (iii) business continuity programs; and (iv) various risks identified as part of the Funds’ compliance program assessments. The Funds’ Chief Compliance Officer also meets at least quarterly in executive session with the Independent Trustees, and communicates significant compliance-related issues and regulatory developments to the Audit Committee between Board meetings.
In addressing issues regarding the Funds’ risk management between meetings, appropriate representatives of the investment adviser communicate with the Chairperson of the Trust, the Chairperson of the Audit Committee, or the Funds’ Chief Compliance Officer. As appropriate, the Trustees confer among themselves, or with the Funds’ Chief Compliance Officer, the investment adviser, other service providers, and independent legal counsel, to identify and review risk management issues that may be placed on the full Board’s agenda.
The Board also relies on its committees to administer the Board’s oversight function. The Audit Committee assists the Board in reviewing with the investment adviser and the Funds’ independent auditors, at various times throughout the year, matters relating to the annual audits, financial accounting and reporting matters, and the internal control environment at the service providers that provide financial accounting, and reporting for the Funds. The Audit Committee also meets annually with representatives of the investment adviser’s Corporate Audit Department to review the results of internal audits of relevance to the Funds. This and the Board’s other committees present reports to the Board that may prompt further discussion of issues concerning the oversight of the Funds’ risk management. The Board may also discuss particular risks that are not addressed in the committee process.
Board Committees and Meetings. The Board met for the MassMutual Select Funds six times during the fiscal year ended September 30, 2021. The Board met for the MassMutual Premier Funds eight times during the fiscal year ended September 30, 2021. The Board met for the MassMutual Advantage Funds four times during the fiscal year ended September 30, 2021. Each Trustee attended at least 75% of the aggregate number of all meetings of the Board.
Audit Committee. The Trusts have an Audit Committee, consisting of Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trusts. The Audit Committee, whose members are Messrs. Blair, El-Hage, and Hunter and Mses. Furman and Merrifield, oversees each Trust’s accounting and financial reporting policies and practices, its internal controls, and internal controls of certain service providers; oversees the quality and objectivity of the Trust’s financial statements and the independent audit thereof; evaluates the independence of the Trust’s independent registered public accounting firm; evaluates the overall performance and compensation of the Chief Compliance Officer; acts as liaison between the Trust’s independent registered public accounting firm and the full Board; and provides immediate access for the Trust’s independent registered public accounting firm to report any special matters they believe should be brought to the attention of the full Board. During the fiscal year ended September 30, 2021, the Audit Committee of the MassMutual Select Funds and MassMutual Premier Funds met four times. During the fiscal year ended September 30, 2021, the Audit Committees of the MassMutual Advantage Funds met one time. The Board has adopted a written charter for the Audit Committee, a current copy of which is available in Appendix B. The Funds currently do not maintain a website on which the charter is available.
Nominating and Governance Committee. The Trusts have a Nominating and Governance Committee, consisting of each Trustee who is not an “interested person” of the Trusts. The Nominating and Governance Committee meets at least twice per calendar year. During the fiscal year ended September 30, 2021, the Nominating and Governance Committees of the MassMutual Select Funds and MassMutual Premier Funds met four times. During the fiscal year ended September 30, 2021, the Nominating and Governance Committee of the MassMutual Advantage Funds met one time because the Funds were launched in December 2021. The Nominating and Governance Committee (a) identifies, and evaluates the qualifications of, individuals to become independent members of the Funds’ Board in the event that a position currently filled by an Independent Trustee is vacated or created; (b)
18
nominates Independent Trustee nominees for election or appointment to the Board; (c) sets any necessary standards or qualifications for service on the Board; (d) recommends periodically to the full Board an Independent Trustee to serve as Chairperson; (e) evaluates at least annually the independence and overall performance of counsel to the Independent Trustees; (f) annually reviews the compensation of the Independent Trustees; and (g) oversees board governance issues including, but not limited to, (i) evaluating the board and committee structure and the performance of Trustees, (ii) considering and addressing any conflicts, (iii) considering the retirement policies of the Board, and (iv) considering and making recommendations to the Board at least annually concerning the Trust’s directors and officers liability insurance coverage. The Board has adopted a written charter for the Nominating and Governance Committee, a current copy of which is available in Appendix C. The Funds currently do not maintain a website on which the charter is available.
The Nominating and Governance Committee will consider and evaluate nominee candidates properly submitted by shareholders of the Trusts in the same manner as it considers and evaluates candidates recommended by other sources. The Nominating and Governance Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Nominating and Governance Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. A recommendation of a shareholder of a Trust must be submitted as described below to be considered properly submitted for purposes of the Nominating and Governance Committee’s consideration. The shareholders of a Trust must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust’s Nominating and Governance Committee, to the attention of the Secretary, at the address of the principal executive offices of the Trust, which is 1295 State Street, Springfield, MA 01111-0001. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Trust at least 60 calendar days before the date of the meeting at which the Nominating and Governance Committee is to select a nominee for Independent Trustee. The Shareholder Recommendation must include: (i) a statement in writing setting forth: (A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Shareholder Candidate”), including an explanation of why the shareholder believes the Shareholder Candidate will make a good Trustee; (B) the class or series and number of all shares of the Funds owned of record or beneficially by the Shareholder Candidate, as reported to such shareholder by the Shareholder Candidate; (C) any other information regarding the Shareholder Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the SEC (or the corresponding provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Funds); (D) any other information regarding the Shareholder Candidate that would be required to be disclosed if the Shareholder Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the Shareholder Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Shareholder Candidate that will be sufficient for the Funds to make such determination; (ii) the written and signed consent of the Shareholder Candidate to be named as a nominee, consenting to (1) the disclosure, as may be necessary or appropriate, of such Shareholder Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series of the Funds owned beneficially and of record by the recommending shareholder; (iv) a description of all arrangements or understandings between the recommending shareholder and the Shareholder Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and (v) such other information as the Nominating and Governance Committee may require the Shareholder Candidate to furnish as the Nominating and Governance Committee may reasonably require or deem necessary to determine the eligibility of such Shareholder Candidate to serve as a Trustee or to satisfy applicable law.
Contract Committee. The Trusts have a Contract Committee, consisting of each Trustee who is not an “interested person” of the Trusts. The Contract Committees of the MassMutual Select Funds and the MassMutual Premier Funds met twice during the fiscal year ended September 30, 2021. The Contract Committee for the MassMutual Advantage Funds did not meet during the fiscal year ended September 30, 2021. The Contract Committee performs the specific tasks assigned to independent trustees by the 1940 Act, including the periodic consideration of the Trusts’ investment management agreements and subadvisory agreements.
19
Trustee Compensation.
MassMutual Select Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $36,905 per quarter plus a fee of $5,368 per in-person meeting attended plus a fee of $5,368 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. 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.
During 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $35,175 per quarter plus a fee of $5,360 per in-person meeting attended plus a fee of $5,360 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust
MassMutual Premier Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $3,960 per quarter plus a fee of $576 per in-person meeting attended plus a fee of $576 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. 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.
During 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $4,200 per quarter plus a fee of $640 per in-person meeting attended plus a fee of $640 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust
MassMutual Advantage Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $715 per quarter plus a fee of $104 per in-person meeting attended plus a fee of $104 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an
20
additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. 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.
Effective October 1, 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $525 per quarter plus a fee of $80 per in-person meeting attended plus a fee of $80 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust.
The table in Appendix D discloses the fees paid to each Trustee by each Fund for its most recent fiscal year (ending September 30, 2021) and the fees paid to each Trustee in the Fund complex during calendar year 2021. The Trusts have no pension or retirement plan, but do have a deferred compensation plans. The MassMutual Select Funds plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited at a rate of interest of eight percent (8%). Amounts deferred after July 1, 2008, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Premier Funds plan provides for amounts deferred prior to January 1, 2012, plus interest, to be credited at a rate of interest equal to that of the U.S. Corporate Bond Index as of January 1, 2012, to be reset every two years. Amounts deferred after January 1, 2012, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Advantage Funds plan provides for amounts deferred, plus or minus earnings, to be “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee.
Share Ownership of the Trustees of the Trusts and the Nominees. The table below sets forth information regarding the Trustees’ and Nominees’ beneficial ownership of Fund shares, based on the value of such shares as of December 31, 2021. The table also sets forth the dollar range of equity securities beneficially owned by each Trustee and each Nominee of all Funds that are overseen by the Trustee in the same family of funds as the Funds.
21
Name of Trustee/Nominee The Dollar Range of Equity Securities Beneficially Owned in MassMutual Select Funds The Dollar Range of Equity Securities Beneficially Owned in MassMutual Premier Funds The Dollar Range of Equity Securities Beneficially Owned in MassMutual Advantage Funds Aggregate Dollar Range of Equity Securities in All Registered Investment Companies To Be Overseen by Trustee in Family of Investment Companies
Independent Trustees/Nominees
Allan W. Blair None None None Over $100,000
Nabil N. El-Hage None None None None
Maria D. Furman, None None None None
R. Alan Hunter Jr.¹ None None None None
R. Bradford Malt² None None None None
C. Ann Merrifield None None None None
Cynthia R. Plouché² None None None None
Jason J. Price² None None None None
Susan B. Sweeney None None None None
Interested Trustees
Michael R. Fanning None None None None
Clifford M. Noreen None None None None
¹ Mr. Hunter is expected to retire from the Board in June 2022 and is not standing for re-election.
² Mr. Malt, Ms. Plouché and Mr. Price did not serve as a Trustee of the Board during any Fund’s recently completed fiscal year or during the calendar year 2021.
The ownership information shown above does not include units of separate investment accounts that invest in one or more registered investment companies overseen by a Trustee in the family of investment companies held in a 401(k) plan or amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more such registered investment companies. As of December 31, 2021, these amounts were as follows: Mr. Blair, over $100,000; Mr. El-Hage, over $100,000; Mr. Fanning, $10,001-$50,000; Ms. Furman, None; Mr. Hunter, None; Ms. Merrifield, None; Mr. Noreen, over $100,000; and Ms. Sweeney, None.
As of January 4, 2022, the Trustees and officers of the Trust, individually and as a group, did not beneficially own outstanding shares of any of the Funds.
To the knowledge of the Trusts, as of December 31, 2021, the independent Trustees, the Nominees who would qualify as independent Trustees, and their immediate family members did not own beneficially or of record securities of the investment adviser, subadviser(s), principal underwriter, or sponsoring insurance company of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser, subadviser(s), principal underwriter, or sponsoring insurance company of the Funds.
Shareholder Communications to the Trustees. Shareholders may send communications to the Trustees by addressing such correspondence directly to the Secretary of the Trusts, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001. When writing to the Board, shareholders should identify themselves, the fact that the communication is directed to the Board, the Fund they are writing about, and any relevant information regarding their Fund holdings. Except as provided below, the Secretary shall either (i) provide a copy of each shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary will also provide a copy of each shareholder communication to the Trusts’ Chief Compliance Officer.
The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trusts or their operations, management, activities, policies, service providers, Board, officers, shareholders, or other matters relating to an investment in the Funds or is otherwise ministerial in nature (such as a request for Fund literature, share data, or financial information). The Secretary will provide to the Board on a quarterly basis a summary of the shareholder communications not provided to the Board by virtue of this paragraph.
22
Vote Required. With respect to Proposal 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds that are series of that Trust will be voted together as a single class. The Nominees receiving the affirmative vote of a plurality of the votes cast in person or by proxy at the Meeting, if a quorum is present, shall be elected.
II. PROPOSAL 2: TO CHANGE THE STATUS OF THE MASSMUTUAL BLUE CHIP GROWTH FUND AND MASSMUTUAL DISCIPLINED GROWTH FUND FROM DIVERSIFIED FUNDS TO NON-DIVERSIFIED FUNDS
Affected Funds:
MassMutual Blue Chip Growth Fund
MassMutual Disciplined Growth Fund
The Trustees are recommending that shareholders of each Fund approve the reclassification of the Fund’s diversification status from “diversified” to “non-diversified.” As a diversified fund, each Fund is currently limited in its ownership of securities of any single issuer. If the reclassification is approved by shareholders, each Fund will not be subject to its current limitations and may therefore hold a greater percentage of its assets in the securities of any single issuer. The Fund’s reclassification would provide the Fund’s investment team with more investment flexibility and the potential to improve performance. Relatedly, each Fund currently has a fundamental policy on diversification. Under the 1940 Act, a change to a Fund’s diversification status from diversified to non-diversified requires shareholder approval. If shareholders approve changing a Fund’s status from diversified to non-diversified, then the Fund’s related fundamental policy will be eliminated.
The investment objective of the MassMutual Blue Chip Growth Fund is to seek long-term capital growth. Under normal circumstances, the Fund invests at least 80% of net assets (plus the amount of any borrowings for investment purposes) in the common stocks of large- and medium-sized blue chip growth companies. The Fund’s subadvisers, T. Rowe Price Associates, Inc. (“T. Rowe Price”) and Loomis Sayles & Company, L.P. (“Loomis Sayles”), currently define blue chip growth companies to mean firms that, in the subadviser’s view, are well-established in their industries and have the potential for above-average earnings growth. At times, implementing the Fund’s investment strategy has been a challenge due to requirements to maintain the Fund’s diversified status. As blue chip growth companies become even more attractive investments, the Funds’ portfolio managers may not be able to take full advantage of those investment opportunities as a result of the need to maintain compliance with the 1940 Act diversification requirements. By changing the Fund to non-diversified status, the Fund’s portfolio managers could increase the Fund’s investment in their highest conviction investment ideas as they would not be constrained by the 1940 Act diversification requirements. T. Rowe Price and Loomis Sayles believe that reclassifying the Fund as non-diversified is in the best interests of the Fund and its shareholders because non-diversified status will provide the Fund’s investment team with increased investment flexibility and potential for better investment performance.
The investment objective of the MassMutual Disciplined Growth Fund is to seek long-term total return. The Fund invests primarily in equity securities of U.S. large-and mid-cap companies. The Fund currently invests substantially all of its assets in companies represented in the Russell 1000® Growth Index, although the Fund is not an index fund or a passively managed investment. As of February 28, 2021, the capitalization range of companies included in the Russell 1000® Growth Index is from $673 million to $2.04 trillion. The Russell 1000® Growth Index has become increasingly concentrated in its top holdings (e.g., Apple, Microsoft, and Amazon). Due to the 1940 Act diversification requirements, the Fund must underweight these holdings relative to their weights in the Russell 1000® Growth Index even if the portfolio managers find them to be attractive investment opportunities. In practice, this means that the Fund is unable to invest in these issuers to the extent that the portfolio managers desire as a result of the need to comply with the 1940 Act diversification requirements. The Fund’s subadviser, Wellington Management Company LLP (“Wellington”), believes this market concentration is likely to continue and that reclassifying the Fund as non-diversified would provide the Fund’s investment team with increased investment flexibility and the potential for better investment performance.
23
Under Section 5(b) of the 1940 Act a fund must be classified as either diversified or non-diversified. The 1940 Act provides that a fund that is classified as diversified, with respect to 75% of its total assets, may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. Additionally, with respect to 75% of its total assets, a diversified fund may not hold more than 10% of the outstanding voting securities of any one issuer. These restrictions do not apply to U.S. government securities, securities of other investment companies, or cash and cash items (including receivables). The remaining 25% of a diversified fund’s total assets are not subject to these limitations.
A non-diversified fund is not subject to these limitations and may therefore hold a greater percentage of its assets in the securities of a single issuer. Changing the Funds’ status to non-diversified would allow the Funds to continue to grow unconstrained by the diversification limits and to invest more assets in fewer issuers or any one issuer.
Approval of this Proposal will not affect each Fund’s ability to comply with the diversification and other requirements of Internal Revenue Code of 1986, as amended, (the “Code”), which are applicable to the Fund so that the Fund will not be subject to U.S. federal income taxes on its net investment income. In this regard, the applicable diversification requirements imposed by the Code provide that the Fund must diversify its holdings so that at the end of each quarter each Fund’s taxable year (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in (x) the securities of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses (other than U.S. government securities or the securities of other regulated investment companies) or (y) in the securities of one or more publicly traded partnerships
Concentration of investments in a smaller number of issuers exposes a fund to the risks associated with such issuers to a greater extent than a fund invested in a larger number of issuers. Poor performance by any one of these issuers would adversely affect a non-diversified fund to a greater extent than a more broadly diversified fund. While investing a larger portion of the Funds’ assets in the stocks of fewer issuers may prove beneficial when such issuers outperform the market, larger investments in the stocks of fewer issuers will also magnify any negative or under-performance by such issuers. In general, because the Funds’ performance may become more closely tied to the value of a single issuer or small number of issuers, it is likely to become more volatile than the performance of more diversified funds. However, the Adviser and the respective subadvisers believe these additional risks are outweighed by the potential for increased investment flexibility.
The Board recommends that each Fund’s current fundamental investment restriction with respect to diversification of investments be eliminated so that the Funds may be reclassified as non-diversified funds. If Proposal 2 is not adopted by a Fund’s shareholders, the Fund’s fundamental investment restriction with respect to diversification will remain the same and the Trustees will consider what action, if any, would be in the best interests of shareholders. The reclassification of each Fund is not contingent on the approval by shareholders of the reclassification of any other Fund.
Vote Required. Approval of this Proposal requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 2. Changing the diversification status of each Fund is not contingent on the approval by shareholders of the diversification status of any other Fund.
III. OTHER INFORMATION
Certain additional information regarding the Trust, the Funds, and the Meeting is presented below.
Investment Advisers and Administrators. MML Investment Advisers, LLC, located at 1295 State Street, Springfield, Massachusetts 01111-0001, is the investment adviser and administrator of each Fund. AllianceBernstein L.P., located at 501 Commerce Street, Nashville, Tennessee 37203, is the subadviser for a portion of the portfolio of the Small Company Value Fund. American Century Investment Management, Inc., located at 4500 Main Street, Kansas City,
24
Missouri 64111, is the subadviser for a portion of the portfolios of the Mid Cap Value Fund and Small Company Value Fund. Barings LLC (“Barings”), an indirect, wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), located at 300 South Tryon Street, Charlotte, North Carolina 28202, is the subadviser for the U.S. Government Money Market Fund, Inflation-Protected and Income Fund, Core Bond Fund, Diversified Bond Fund, Short-Duration Bond Fund, High Yield Fund, Global Floating Rate Fund, Global Credit Income Opportunities Fund, Emerging Markets Debt Blended Total Return Fund, and Global Emerging Markets Equity Fund. In addition, Baring International Investment Limited (“BIIL”), located at 20 Old Bailey, London, EC4M 7BF, United Kingdom, serves as sub-subadviser for the Inflation-Protected and Income Fund, Core Bond Fund, Diversified Bond Fund, Short-Duration Bond Fund, High Yield Fund, Global Floating Rate Fund, Global Credit Income Opportunities Fund, Emerging Markets Debt Blended Total Return Fund, and Global Emerging Markets Equity Fund and, subject to the supervision of Barings, is authorized to conduct securities transactions on behalf of the Funds. BIIL is a wholly-owned subsidiary of Barings. Barrow, Hanley, Mewhinney & Strauss, LLC, located at 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is the subadviser for a portion of the portfolios of the Fundamental Value Fund and Small Cap Value Equity Fund. BlackRock Investment Management, LLC, located at 1 University Square, Princeton, New Jersey 08540, is the subadviser for the Select BlackRock Global Allocation Fund. Boston Partners Global Investors, Inc., located at One Beacon Street, 30th Floor, Boston, Massachusetts 02108, is the subadviser for a portion of the portfolio of the Fundamental Value Fund. Brandywine Global Investment Management, LLC, located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, is the subadviser for a portion of the portfolios of the Strategic Bond Fund will vote separately byand Diversified Value Fund. Frontier Capital Management Company, LLC, located at 99 Summer Street, Boston, Massachusetts 02110, is the subadviser for a portion of the portfolio of the Mid Cap Growth Fund. Harris Associates L.P., located at 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606, is the subadviser for a portion of the portfolio of the Overseas Fund. Invesco Advisers, Inc. (“Invesco Advisers”), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, is the subadviser for the Balanced Fund, Main Street Fund, Small Cap Opportunities Fund, Global Fund, Strategic Emerging Markets Fund, and a majority
voteportion of the portfolio of the Small Cap Growth Equity Fund. In addition, Invesco Capital Management LLC, located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, serves as sub-subadviser for the Balanced Fund and, subject to the supervision of Invesco Advisers, is authorized to trade securities and make discretionary investment decisions on behalf of the Fund. J.P. Morgan Investment Management Inc., located at 383 Madison Avenue, New York, New York 10179, is the subadviser for the MM Equity Asset Fund and provides the glide path and tactical allocations for the MassMutual RetireSMART by JPMorgan Funds. Jackson Square Partners, LLC, located at One Letterman Drive, Building A, Suite A3-200, San Francisco, California 94129, is the subadviser for a portion of the portfolio of the Growth Opportunities Fund. Loomis, Sayles & Company, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the subadviser for a portion of the portfolio of the Blue Chip Growth Fund. Massachusetts Financial Services Company, located at 111 Huntington Avenue, Boston, Massachusetts 02199, is the subadviser for a portion of the portfolio of the Overseas Fund. Metropolitan West Asset Management, LLC, located at 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017, is the subadviser for the Total Return Bond Fund. Northern Trust Investments, Inc., located at 50 South LaSalle Street, Chicago, Illinois 60603, is the subadviser for the S&P 500 Index Fund, S&P Mid Cap Index Fund, Russell 2000 Small Cap Index Fund, and MSCI EAFE International Index Fund. PanAgora Asset Management, Inc., located at One International Place, 24th Floor, Boston, Massachusetts 02110, is the subadviser for a portion of the portfolio of the Mid Cap Value Fund. Sands Capital Management, LLC, located at 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209, is the subadviser for a portion of the portfolio of the Growth Opportunities Fund. T. Rowe Price Associates, Inc. (“T. Rowe Price”), located at 100 East Pratt Street, Baltimore, Maryland 21202, is the subadviser for the Select T. Rowe Price International Equity Fund, Select T. Rowe Price Retirement Balanced Fund, Select T. Rowe Price Retirement 2005 Fund, Select T. Rowe Price Retirement 2010 Fund, Select T. Rowe Price Retirement 2015 Fund, Select T. Rowe Price Retirement 2020 Fund, Select T. Rowe Price Retirement 2025 Fund, Select T. Rowe Price Retirement 2030 Fund, Select T. Rowe Price Retirement 2035 Fund, Select T. Rowe Price Retirement 2040 Fund, Select T. Rowe Price Retirement 2045 Fund, Select T. Rowe Price Retirement 2050 Fund, Select T. Rowe Price Retirement 2055 Fund, Select T. Rowe Price Retirement 2060 Fund, Select T. Rowe Price Bond Asset Fund, Select T. Rowe Price Emerging Markets Bond Fund, Select T. Rowe Price Large Cap Blend Fund, Select T. Rowe Price Limited Duration Inflation Focused Bond Fund, Select T. Rowe Price Real Assets Fund, Select T. Rowe Price Small and Mid Cap Blend Fund, Select T. Rowe Price U.S. Treasury Long-Term Index Fund, and a portion of the portfolios of the Diversified Value Fund, Equity Opportunities Fund, Blue Chip Growth Fund, and Mid Cap Growth Fund. In addition, each of T. Rowe Price International Ltd (“T. Rowe Price International”), located at 60 Queen Victoria Street, London EC4N 4TZ, United Kingdom, T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”), located at 6/F Chater House, 8 Connaught Place, Central Hong Kong, and T. Rowe Price Singapore Private Ltd. (“T. Rowe Price Singapore”), located at 501 Orchard Road, #10-02 Wheelock Place, Singapore, 238880, serves as sub-subadviser for the Select T. Rowe Price International Equity Fund, T. Rowe Price International serves as sub-subadviser for the Select T. Rowe Price Bond Asset Fund, and T. Rowe Price Japan, Inc. (“T. Rowe Price Japan”), located at Gran Tokyo South Tower 7F, I-9-2, Marunouchi, 1-chome, Chiyoda-ku, Tokyo, 100-6607, serves as sub-subadviser for the Select T. Rowe Price Real Assets Fund. T. Rowe Price International is a wholly-owned subsidiary of T. Rowe Price and each of T. Rowe Price Hong
25
Kong, T. Rowe Price Japan, and T. Rowe Price Singapore is a wholly-owned subsidiary of T. Rowe Price International, and, subject to the supervision of T. Rowe Price, are authorized to make discretionary investment decisions on behalf of the Funds. Thompson, Siegel & Walmsley LLC, located at 6641 West Broad Street, Suite 600, Richmond, Virginia 23230, is the subadviser for a portion of the portfolios of the Mid Cap Value Fund and International Equity Fund. Wellington Management Company LLP, located at 280 Congress Street, Boston, Massachusetts 02210, is the subadviser for the Disciplined Value Fund, Disciplined Growth Fund, and a portion of the portfolios of the Equity Opportunities Fund, Fundamental Growth Fund, Small Cap Value Equity Fund, Small Cap Growth Equity Fund, and International Equity Fund. Western Asset Management Company, LLC, located at 385 E. Colorado Boulevard, Pasadena, California 91101, and Western Asset Management Company Limited, located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom, are subadvisers for a portion of the portfolio of the Strategic Bond Fund. Westfield Capital Management, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the subadviser for a portion of the portfolio of the Fundamental Growth Fund. MassMutual, located at 1295 State Street, Springfield, Massachusetts 01111-0001, and State Street Bank and Trust Company, located at 1 Iron Street, Boston, Massachusetts 02210, are the sub-administrators to the Funds.
Independent Registered Public Accounting Firm. The firm of Deloitte & Touche LLP (“Deloitte & Touche”) was selected as the independent registered public accounting firm for each Fund’s 2020 and 2021 fiscal years, as well as the current fiscal year.
Deloitte & Touche and its affiliates provide audit services and assistance and consultation in connection with tax returns and the reviewing of various Securities and Exchange Commission filings. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and are expected to be available should any matter arise requiring their presence.
Appendix E attached hereto includes tables that set forth for each Fund for each Fund’s two most recent fiscal years, the fees billed by Deloitte & Touche and its affiliates, where applicable, for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services provided to the Fund’s service affiliates that relate directly to the Fund’s operations and financial reporting under the following captions:
(i) Audit Fees – fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.
(ii) Audit-Related Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees”, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.
(iii) Tax Fees – fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.
(iv) All Other Fees – fees for products and services provided to a Trust by the Independent Registered Public Accounting Firm other than those reported under “Audit Fees”, “Audit- Related Fees” and “Tax Fees.”
Appendix E attached hereto also sets forth the aggregate fees billed by Deloitte & Touche for each Fund’s two most recent fiscal years, for non-audit services rendered to each Fund and to each Fund’s service affiliates. During the periods indicated in the tables attached hereto as Appendix E, no services described above under “Audit- Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Funds’ Audit Committee has considered whether the provision of non-audit services that were rendered to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account’s independence.
Annual and Semiannual Reports. Each Fund’s annual report for the fiscal year ended September 30, 2021, and semiannual report for the period ended March 31, 2021, was previously distributed to shareholders. Each Fund will furnish, without charge, an additional copy of its report for the fiscal year ended September 30, 2021, or semiannual period ended March 31, 2021, to any shareholder requesting such reports. You can obtain a copy of these reports without charge by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001 or by calling 888-309-3539.
26
Copies of Proxy Statements. Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If you want to receive multiple copies of this Proxy Statement or to receive only one copy in the future, you can submit your request by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001 or by calling 888-309-3539.
Ownership of Fund Shares. Appendix F sets forth the shareholders who beneficially owned more than 5% of the outstanding shares of any class of each Fund.
Ownership by Officers of the Trust. As of January 4, 2022, the officers of the Trust, individually and as a group, owned less than 1% of the outstanding shares of any of the Funds.
Certain Matters relating to the Fund, the Trust, and the Meeting. The holders of 30% of the shares of the Trust or a Fund is necessary to approve such Proposal for that
Fund./1/ Pursuant to the Trust's Agreement and Declaration of Trust (the
"Declaration of Trust"), shares representing 30%outstanding as of the votes of a Fund entitled
to vote on Proposal 1 shall constitute a quorum for the transaction of business
with respect to Proposal 1 by that Fund.

With respect to Proposals 2 and 3, the Trust's Declaration of Trust
provides that the election of each Trustee requires a plurality of all shares
voted and that an affirmative vote of the holders of a majority of the Trust's
shares properly cast is necessary to ratify the selection of independent
accountants, provided that a quorum is present. Under the Declaration of Trust,
shares representing 30% of the votes of the Trust entitled to vote,Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Meeting with respect to Proposals 2the Trust or that Fund, as the case may be. Any lesser number shall be sufficient for adjournments.
If a shareholder executes and 3returns a proxy but fails to indicate how the votes should be cast as to a Proposal, the proxy will be voted in favor of such Proposal.
The Agreement and Declaration of Trust provides that a proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless, at or prior to exercise of the Special Meeting.

proxy, the Trust receives a specific written notice to the contrary from any one of them. The Agreement and Declaration of Trust further provides that a proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and that the burden of proving invalidity shall rest on the challenger.
A proxy may be revoked by a shareholder at any time before it has been voted, by a written revocation received by the Secretary of the Trust, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001, by properly executing a later-dated proxy, or by attending the Meeting and voting in person.
Votes cast by proxy or in person at the Special Meeting will be counted by persons appointed by the Trust to act as election inspectorstellers for the Special
Meeting. The election

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

/1/ As used in this Proxy Statement "majority vote" means the affirmative
vote of at least 67% of the voting shares of a Fund present at the Special
Meeting (provided that more than 50% of the outstanding voting shares of the
Fund are present or represented by proxy at the Special Meeting) or more than
50% of the outstanding voting shares of the Fund, whichever is less.

-3-

inspectorstellers will count the total number of votes cast "for"“for” approval of the
Proposalsa Proposal for purposes of determining whether sufficient affirmative votes have been cast.
In the event that a quorum is not present for purposes of acting on a Proposal, or if sufficient votes in favor of a Proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The election inspectorspersons named as proxies will count shares represented byvote in favor of such adjournment as to a Proposal those proxies that
withhold authority to vote for a nominee for election as a Trustee or that
reflect abstentions as shares thatwhich they are present and entitled to vote on the
matter for purposesin favor of determining the presencethat Proposal. They will vote against any such adjournment as to a Proposal those proxies required to be voted against that Proposal and will not vote any proxies as to adjournment in respect of a quorum. WithProposal that direct them to abstain from voting on that Proposal. Any Proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon, and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to Proposal 1, an abstentionany other Proposal. The costs of any additional solicitation and of any adjourned session will be borne by the Funds.
At the time of the preparation of this Proxy Statement, the Trusts’ officers and the Adviser have not been informed of any matters that will be presented for action at the Meeting other than the Proposals listed in the Notice. If other matters are properly presented to the Meeting for action, or any adjournment(s) thereof, the persons named in the properly executed proxies will vote or refrain from voting hasin accordance with their best judgment on those matters.
Shareholder Proposals at Future Meetings. The Trusts’ are not required to hold annual or other periodic meetings of shareholders, except as required by the effect1940 Act, and do not intend to do so. The next meeting of a negative vote. With
respect to Proposal 2, withholding a vote or an abstention from voting has no
effect onshareholders will be held at such time as the outcome of the vote or Proposal. With respect to Proposal 3, an
abstention from voting has no effect on the outcome of the vote or Proposal.

A copy of the Trust's Annual Report for the fiscal year ended December 31,
1995 and a copy of the Trust's Semi-Annual Report for the semi-annual period
ended June 30, 1996 are each available without charge upon request and may be
obtained by calling 1-800-542-6767 or by writing the Trust at the address
above.

PROPOSAL (1)

APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENTS
BETWEEN MASSMUTUAL AND DAVID L. BABSON & COMPANY

Description of Investment Management Agreements
- -----------------------------------------------

MassMutual is the investment manager of the Funds pursuant to seven,
substantially identical, Investment Management Agreements with the Trust, on
behalfTrustees of each of the seven Funds (the "Management Agreements"). The Management
Agreements were last approved by MassMutual as the sole initial shareholder of
the Trust on September 26, 1994 in connection with the commencement of the
Trust's operations. The Management Agreements were last approved, in person, by
the Board of Trustees, including a majority of those members of the Board who
are not parties to the Management Agreementsmay determine or "interested persons" of anyat such party, at a meeting called for the purpose of voting on such approval on May 3,
1996. No change is being made to the terms of the Management Agreements.

Under the terms of the Management Agreements, MassMutual acts as investment
adviser and manager to each of the Funds subject to such general or specific
instructionstime as may be given by the Board of Trustees. The terms of the
Management Agreements permit MassMutuallegally required. Any shareholder proposal intended to enter into sub-investment advisory
agreements for the provision of investment advisory services to each of the
Funds. Under the Management Agreements, 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 ofbe presented at such obligations and duties.

A Management Agreement maymeeting must be terminated: (1)received by the Trust at anyits office a reasonable time without penalty on 60 days' notice, providedbefore the
27
Trust solicits proxies for that such termination has been
directed or approvedmeeting, as determined by a majority of all of the Trustees, to be included in the Trust’s proxy statement and form of the Trust then in
officeproxy relating to such meeting, and must satisfy all other federal and state legal requirements.
PLEASE PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD, or by majority voteCOMPLETE, DATE, AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
[__________] [_], 2022
28
APPENDIX A
NUMBER OF SHARES OUTSTANDING AS OF THE RECORD DATE (February 25, 2022)
[To be filed with definitive proxy statement.]
29
APPENDIX B
Audit Committee Charter
Amended and Restated as of the sharesJanuary 5, 2012,
as further amended as of the relevant Fund; or (2) for cause
or with the consentMay 15, 2013,
as further amended as of the parties and the Trust by the Trust or MassMutual at
any time without penalty upon 60 days' written notice to the other party and the

-4-

Trust. In addition, the Management Agreements automatically terminate: (1)
unless their continuance is specifically approved, at least annually, by the
affirmative voteMay 14, 2014
as further amended as of a majoritySeptember 14, 2017
as further amended as of the Board of Trustees, which vote shall
include a majority of the Board members who are not "interested persons" of the
Trust or of MassMutual, or by the affirmative vote of a majority of each Fund's
shares; or (2) upon assignment thereof.

For its services rendered under the Management Agreements, MassMutual is
paid at an annual rate of the average daily net assets of each Fund as follows:
.45% for Prime Fund, the Short-Term Bond Fund, the Core Bond Fund, the Balanced
Fund and the Value Equity Fund; .55% for the Small Cap Value Equity Fund; and
.85% for the International Equity Fund. For the fiscal year ended December 31,
1995, the Funds have paid the following amounts as investment advisory fees to
MassMutual pursuant to the Management Agreements:

June 16, 2021

Gross Investment Amount of Net
Fund Advisory Fees Earned Fees Waived Fees Paid
- ---- -------------------- ------------ ---------

Prime Fund $1,027,586 $(70,814) $956,772
Short-Term Bond Fund 528,655 (39,446) 489,209
Core Bond Fund 964,830 (91,069) 873,761
Balance Fund 1,801,770 (165,250) 1,636,520
Value Equity Fund 8,289,231 (852,771) 7,436,460
Small Cap Value Equity Fund 1,928,743 (155,450) 1,733,293
International Equity Fund 1,580,088 (170,788) 1,409,300

Total for All Funds $16,120,903 $(1,545,588) $14,575,315
=========== =========== ===========

In addition to being the Funds' investment manager, MassMutual also
provides investment advisory or sub-advisory services to the following
registered investment companies.

Total Net Assets
Name of as of
Investment Company December 31, 1995 Rate of Compensation
- ------------------ ----------------- --------------------

MassMutual Corporate $168,563,044 MassMutual receives a quarterly base
Investors ("CI" 1. The Audit Committee (the “Committee”) rate of 5/16 of 1% of the value of CI's
net assets as of the end of each fiscal
quarter (approximately 1.25% on an
annual basis), plus or minus a quarterly
performance adjustment of up to 1/16 of 1%.

-5-

Total Net Assets
Name of as of
Investment Company December 31, 1995 Rate of Compensation
- ------------------ ----------------- --------------------

MassMutual $95,286,143Select Funds, MassMutual receives a quarterly advisory
Participation Investors and administrative service fee equal to
("PI") .225% of the value of PI's net assets as of
the last business day of each fiscal quarter
(approximately .90% on an annual basis).

MML Managed $158,698,930Premier Funds, MassMutual receives from each of MML
Bond Fund Equity Fund, MML Money Market Fund,
MML Blend Fund $1,823,140,930 MML Managed Bond Fund and MML Blend Fund a
MML Equity Fund $1,248,899,006 quarterly fee of the annual rate of .50%
MML Money Market $108,920,210 of the first $100 million of such fund's
Fund average net asset value, .45% of the next
$200 million, .40% of the next $200 million,
and .35% of any excess over $500 million.

Description of Present Investment Sub-Advisory Agreements
- ---------------------------------------------------------

MassMutual and Concert Capital Management, Inc. ("Concert Capital"), an
indirect wholly-owned subsidiary of MassMutual, have entered into three,
substantially identical investment sub-advisory agreements, each dated September
30, 1994, whereby Concert Capital provides investment advisory services to the
Value Equity Fund, the Small Cap Value Equity Fund and the Value Equity Sector
of the Balanced Fund (the "Present Sub-Advisory Agreements")./2/ The Present
Sub-Advisory Agreements were last approved by MassMutual as the sole initial
shareholder of the Value Equity Fund, the Small Cap Value Equity Fund, and the
Balanced Fund on September 26, 1994, in connection with the commencement of the
Trust's operations. The Present Sub-Advisory Agreements were last approved, in
person, by the Board of Trustees, including a majority of those members of the
Board who are not parties to the Sub-Advisory Agreements or "interested persons"
of any such party, at a meeting called for the purpose of voting on such
approval on May 3, 1996.

Under the Present Sub-Advisory Agreements, Concert Capital'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. The Present Sub-Advisory
Agreements may be terminated: (1) by the Trust at any time without penalty on 60
days' notice, provided that such termination has been directed or approved by a

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

/2/ MassMutual has also entered into an investment sub-advisory agreement,
dated September 30, 1994, with HarbourView Asset Management Corporation
("HarbourView") whereby HarbourView provides investment advisory services to the
International Equity Fund. No action is being requested with respect to this
Agreement.

-6-

majority of all of the Trustees of the Trust then in office or by majority vote
of the shares of the relevant Fund; or (2) for cause or with the consent of the
parties and the Trust by Concert Capital or MassMutual at any time without
penalty upon 60 days' written notice to the other party and the Trust. In
addition, the Present Sub-Advisory Agreements automatically terminate: (1)
unless their continuance is specifically approved, at least annually, by the
affirmative vote of a majority of the Board of Trustees, which vote shall
include a majority of the Board members who are not "interested persons" of the
Trust or of MassMutual, or by the affirmative vote of a majority of each Fund's
shares; (2) upon assignment thereof; or (3) upon termination of the underlying
Management Agreements.

For its services under the Present Sub-Advisory Agreements, Concert Capital
is entitled to receive from MassMutual a weekly fee equal to an annual rate of
.13% of the average daily net asset value of the Value Equity Fund and the Value
Equity Sector of the Balanced Fund, and .25% of the average daily net asset
value of the Small Cap Value Equity Fund, as of the close of each business day.
For the fiscal year ended December 31, 1995, the aggregate fees paid to Concert
Capital from MassMutual amounted to $3,529,653. The fees paid under the Present
Sub-Advisory Agreements for 1995 were $2,397,537 for the Value Equity Fund,
$873,629 for the Small Cap Value Equity Fund and $258,485 for the Value Equity
Sector of the Balanced Fund.

In addition to providing investment advisory services to the Value Equity
Fund, the Small Cap Value Equity Fund and the Value Equity Sector of the
Balanced Fund, Concert Capital has also entered into an investment sub-advisory
contract with: (1) Oppenheimer Value Stock Fund, which had net assets of
$163,046,323 as of December 31, 1995, whereby Concert Capital is paid a fee
equal to .40% of the first $50 million of average annual net assets and .20% of
the average annual net assets in excess of $50 million; and (2) MML Equity Fund
and the Equity Sector of MML Blend Fund, whereby Concert Capital is paid a
quarterly fee equal to an annual rate of .13% of the average daily net value of
MML Equity Fund and the Equity Sector of MML Blend Fund.

Description of the Proposed Investment Sub-Advisory Agreements
- --------------------------------------------------------------

MassMutual proposes to terminate the Present Sub-Advisory Agreements and
enter into three investment sub-advisory agreements with David L. Babson &
Company ("Babson"), whose address is One Memorial Drive, Cambridge,
Massachusetts 02142, whereby Babson would provide investment advisory services
to the Value Equity Fund, the Small Cap Value Equity Fund, and the Value Equity
Sector of the Balanced Fund (the "Proposed Sub-Advisory Agreements"). Except
for the change in sub-adviser, the terms of the Proposed Sub-Advisory Agreements
are identical in all material respects to those of the Present Sub-Advisory
Agreements, including with respect to duties, fees and the standard of care.
The form of the Proposed Sub-Advisory Agreements is set forth at Exhibit A.

Babson is a registered investment adviser that has provided investment
counseling to institutions and individuals for over 50 years. On June 30, 1995,
Babson became an indirect

-7-

subsidiary of MassMutual. Babson's parent is DLB Acquisition Corporation ("DLB
Acquisition"), a wholly-owned subsidiary of MassMutual. DLB Acquisition is also
the parent company of Concert Capital. Babson and Concert Capital intend to
merge their operations, with Babson being the surviving entity. As of January,
1996, the employees of Concert Capital became co-employees of Babson. Babson
management currently intends that the employees of Concert Capital currently
responsible for providing daily investment advice to the Value Equity Fund, the
Small Cap Value Equity Fund, and the Value Equity Sector of the Balanced Fund
will continue to do so as employees of Babson.

Babson currently provides investment advisory services to the following
investment company portfolios that have investment objectives similar to the
Funds':

Total Net Assets
Name of as of
Investment Company December 31, 1995 Rate of Commission
- ------------------ ----------------- ------------------

Babson Mutual Fund $865,456,204 Babson is paid at the annual rate of the
Group average daily net assets of each fund in the
(the "Babson Fund") Babson Fund as follows: .30% of the first
$100 million, .25% of the next $150
million, and .20% in excess of $250 million
of the Growth Fund; 70% of the first $30
million and .50% in excess of $30 million
of the Enterprise Fund and the Enterprise
Fund II; .35% for the Value Fund; and
.25% for the Shadow Stock Fund.

Babson-Stewart Ivory $71,574,912 Babson is paid at the annual rate of
International Fund .175% of the Fund's average daily net
assets.

DLB Fund Group $26,193,159 Babson is paid at the annual rate of the
(the "DLB Fund") average daily net assets of each fund in the
DLB Fund as follows: .40% for the Global
Small Cap Fund; .35% for the Value Fund;
and .30% for the Mid Cap Fund.

Select Advisors Variable $3,222,262 Babson is paid at the annual rate .50% of the
Insurance Trust average daily net assets of the Select
Advisors Portfolios Emerging Growth
Portfolio and the Select Advisors Variable
Insurance Trust Emerging Growth
Portfolio.

-8-

The Trustees of the Trust, including the Trustees who are not "interested
persons" of the Trust or of Babson, reviewed and unanimously approved the
Proposed Sub-Advisory Agreements in person at a meeting on August 2, 1996, and
have directed that they be submitted to the shareholders of the Value Equity
Fund, the Small Cap Value Equity Fund, and the Balanced Fund for their approval.

The Board of Trustees of the Trust recommend that the shareholders of the
Value Equity Fund, the Small Cap Value Equity Fund, and the Balanced Fund vote
FOR the Proposed Sub-Advisory Agreements to be entered into by and between
MassMutual and Babson. In making this recommendation, the Trustees have
considered information relating to the status of Concert Capital and Babson
following completion of their combination of operations, including Babson's
capabilities and expertise to serve as investment sub-adviser to the Value
Equity Fund, the Small Cap Value Equity Fund, and the Value Equity Sector of the
Balanced Fund. They have reviewed the terms of the Proposed Sub-Advisory
Agreements, including the fact that no change to the investment advisory fees of
the Value Equity Fund, the Small Cap Value Equity Fund, and the Balanced Fund is
being proposed.

Here are some of the factors you may wish to consider in determining
whether to approve the Proposed Sub-Advisory Agreements:

The Board of Trustees has unanimously approved the Proposed Sub-Advisory
Agreements;

There will be no change in the Funds' investment objectives or investment
policies or in the duties of the investment adviser and sub-investment
adviser as a result of approval of the Proposed Sub-Advisory Agreements;

There will be no change in the fees payable by MassMutual for sub-advisory
services as a result of approval of the Proposed Sub-Advisory Agreements;
and

The Board of Trustees has been advised that Babson management currently
intends that no significant changes in the persons currently responsible
for providing daily investment advice to theAdvantage Funds, will be made by Babson
following approval of the Proposed Sub-Advisory Agreements.

PROPOSAL (2)

ELECTION OF TRUSTEES

The Board of Trustees is currently of the following eight Trustees: Gary
E. Wendlandt, Ronald J. Abdow, Mary E. Boland, Richard G. Dooley, F. William
Marshall, Jr., Charles J. McCarthy, John M. Naughton, and John Southworth. All
of the Trustees, other than Richard G. Dooley and F. William Marshall, Jr.,
serve until he or she dies, resigns or is removed. Richard G. Dooley and F.
William Marshall, Jr., have been nominated to stand for re-election at the
Special

-9-

Meeting and will also serve, pursuant to the Trust's Declaration of Trust, for
indefinite terms if elected by the shareholders at the Special Meeting. On
August 2, 1996, the Board of Trustees of the Trust voted to increase the size of
the Board from eight to twelve Trustees. Richard H. Ayers, David E. A. Carson,
Richard W. Greene and Beverly C. L. Hamilton have been nominated to serve as
additional Trustees.

All nominees have consented to serve as Trustees of the Trust, if elected.
If any of the nominees for Trustees should for any reason become unavailable as
a candidate at the meeting, which is not now anticipated, votes pursuant to the
enclosed proxy will be cast for a substitute candidate in the discretion of
those persons named in the enclosed Proxy Instruction Form. Pursuant to the
Trust's Declaration of Trust, a nominee elected by shareholders will serve as a
Trustee until he or she dies, resigns or is removed.

Nominees for election and re-election, Trustees whose election is not being
sought, and the executive officers of the Trust, together with their ages and a
brief description of their principal occupations during the past five years,
directorships in public companies, and their terms on the Board are set forth
below.

Name, Age and Position Principal Occupation During Past Five Years and Other
with the Trust Principal Business Affiliations
- ---------------------- -----------------------------------------------------

Gary E. Wendlandt* Chief Investment Officer (since 1993), Executive Vice
Age 45, Chairman, Chief President (since 1992), Senior Vice President (1983-1992),
Executive Officer and MassMutual; Chairman (since 1995), Vice Chairman
(1993-1995) and President (1988-1993), Trustee
of the Trust (since 1994), MML Series Investment Fund, (open-end
investment company)and MML Series Investment Fund II (the “Trusts”) shall be composed entirely of Independent Trustees.¹ The Committee has adopted this Audit Committee Charter (the “Charter”) to govern its activities.
2. The purposes of the Committee are:
(a) to oversee the Trusts’ accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers;
(b) to oversee the quality and objectivity of the financial statements of the Trusts’ series (each a “Fund” and collectively, the “Funds”) and the independent audit thereof;
(c) to act as a liaison between the Trusts’ independent registered public accounting firm (the “independent auditors”) and the full Board of Trustees (the “Board”); Chairman (since 1995), President
(1983-1995) and Trustee, MassMutual Corporate Investors,
and Chairman (since 1995), President (1988-1995) and Trustee,
MassMutual Participation Investors (closed-end investment
companies); President and Director (since 1995), DLB
Acquisition Corporation (holding company
(d) to provide immediate access for investment
advisers); President and Chief Executive Officer (since
1994), Director (since 1992), and Vice Chairman (1983-1992),
Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiarythe Trusts’ independent auditors to report any special matters they believe should be brought to the attention of MassMutual Holding Company);
Director (since 1990), Oppenheimer Acquisition Corporation
(investment advisory holding company); Supervisory Director
(since 1991) MassMutual/Carlson CBO N.V. (collateralized
bond fund); Director (since 1994), MassMutual Corporate
Value Partners Limited (investor in debt and equity
securities) and MassMutual Corporate Value Limited (parent
of MassMutual Corporate Value Partners Limited); Chairman,
Presidentthe full Board.
The function of the Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and

- -------------------
*internal control, the independent auditors’ responsibility to plan and carry out a proper audit, and management’s
¹ For purposes of this Charter, an “Independent Trustee” shall mean a Trustee who is not an "interested person" of the Trust within the definition set
forth“interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.
-10-
amended (the “1940 Act”), of the Trusts.

Name, Age
and the independent auditors’ responsibility to determine that the Funds’ financial statements are accurate and complete and in accordance with generally accepted accounting principles (“GAAP”). Each member of the Committee shall be entitled to rely on the accuracy of the financial and other information provided, and the representations made, to the Committee by the independent auditors, management, and the Funds’ investment adviser or its affiliates. Accordingly, the Committee’s oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by a Fund to its shareholders and others.
3. To carry out its purposes and Position Principal Occupation During Past Five Yearsresponsibilities, the Committee shall have the duty and Otherpower to:
(a) approve and recommend to the full board the selection, retention, or termination of independent auditors and, in connection therewith, to evaluate the independence of such auditors, including whether such auditors’ independence is jeopardized by their provision of services to the Funds’ investment adviser or its affiliates, to request such information as the Committee deems appropriate in connection therewith, and to receive such auditors’ specific representations as to their independence; including considering whether the auditor’s provision of permissible non-audit services is compatible with the Trust Principal Business Affiliations
- ---------------------- --------------------------------------------------------

Gary E. Wendlandt* (contd.) Chief Executive Officer (since 1994)auditor’s independence;
(b) discuss with the independent auditor the matters required to be discussed under the standards of the PCAOB
(c) periodically review and Director (since 1991),
MassMutual Holding Companyevaluate the experience and Directorqualifications of lead partner and President (since 1994), MassMutual Holding Company Two,
Inc.other senior members of the independent auditors’ team and MassMutual Holding Company Two MSC, Inc.
(directconfirm the regular rotation of the lead audit partner and indirect holding company subsidiariesreviewing partner, as required by Section 203 of MassMutual)the Sarbanes-Oxley Act, and present its conclusions to the full board;
(d) receive and consider reports on the audit results of the independent auditors and the extent and quality of their audit(s);
(e) obtain and review, at least annually, a report by the independent auditors describing: the independent auditors’ internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and all relationships between the independent auditors and each Fund, including the disclosures required by any applicable Independence Standards Board Standard. The Committee shall engage in an active
2
dialogue with the independent auditors concerning any disclosed relationships or services that might impact the objectivity and independence of such auditors; including considering whether the auditor’s provision of permissible non-audit services is compatible with the auditor’s independence;
(f) meet with the Trusts’ independent auditors, including private meetings, as necessary: (i) to review the arrangements for and scope of the annual audit and any special audits; (ii) to discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by such auditors, or other results of said audit(s); Chairman (since 1994)(iii) to consider such auditors’ comments with respect to the Trusts’ critical accounting policies, procedures, and Director (since
1993), MML Realty Management Corporation; Chairmaninternal accounting controls, and Chief Executive Officer (since 1994), Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estatemanagement’s responses thereto; and (iv) to review the opinion that such auditors propose to render to the Board and the Funds’ shareholders;
(g) consider the effect upon the Funds of any changes in accounting principles or practices proposed by management or the independent auditors;
(h) pre-approve, to the extent required by applicable regulations: (i) all audit and permitted non-audit services rendered to the Trusts by the independent auditors; and (ii) all permitted non-audit services that relate directly to the Trusts’ operations or financial reporting provided by the independent auditors to: (A) the Funds’ investment adviser; or (B) any entity controlling, controlled by, or under common control with the investment adviser, subsidiaryif that entity provides ongoing services to the Funds; and review the fees charged by such auditors for such audit and non-audit services; provided, however, that the Committee may implement policies and procedures pursuant to which eligible services are pre-approved other than by the full Committee, subject to the requirement that the full Committee be notified in a timely manner of MassMutual Holding Company); Director (since
1992)each such services;
(i) receive, to the extent required by applicable regulations, from the Trusts’ independent auditors reports regarding: (i) all critical accounting policies and practices to be used in preparing the Funds’ financial statements; (ii) all alternative treatments within GAAP for policies and practices related to material items that have been discussed with management of the Trusts, including: (A) ramifications of the use of such alternative disclosures and treatments; and (B) the treatment preferred by the independent auditors; (iii) other material written communications between the independent auditors and the Trusts’ management, such as any management letter or schedule of unadjusted differences; (iv) non-audit services provided to certain affiliates of the Funds that were not pre-approved by the Committee; and (v) such other matters as are required by applicable law or regulation; and to take in each case such actions as deemed appropriate in connection therewith;
3
(j) receive, to the extent required by applicable regulations, from the Trusts’ principal executive officer and principal financial officer disclosure concerning: (i) all significant deficiencies in the design or operation of internal controls that could adversely affect the Trusts’ ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Trusts’ internal controls, and to take such actions as are deemed appropriate in connection therewith;
(k) review with Trust management, the Trusts’ independent auditors and, if appropriate, the Trusts’ counsel and counsel to the Independent Trustees, any correspondence with regulators or governmental agencies that raises material issues regarding the Trusts’ financial statements, financial results, accounting policies, or internal controls;
(l) investigate, or oversee the investigation of, any reported improprieties or suspected improprieties in Fund operations relating to the Trusts’ accounting and financial reporting policies and practices and its internal controls;
(m) review such other matters or information that the Committee believes may be relevant to the independent auditors, the audit engagement, or the Trusts’ financial policies and procedures or internal accounting controls, report its activities to the full Board on a regular basis and make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate;
(n) meet quarterly with the Trusts’ Chief Compliance Officer (the “CCO”), Merrill Lynch Derivative Products, Inc.; Chairman
(1994-1995)at least annually without the presence of management; and Director (1993-1995),provide a forum for the discussion of any compliance concerns that need to be addressed, and report the same to the full Board along with appropriate recommendations regarding the resolution of such concerns;
(o) evaluate, at least annually, the overall performance of the CCO and report its findings to the full Board;
(p) evaluate, at least annually, the compensation of the CCO and make appropriate recommendations to the full Board regarding the approval thereof;
(q) consider any proposals to remove the CCO and make appropriate recommendations to the full Board;
4
(r) evaluate any proposed replacement of the CCO and such candidate’s proposed compensation and make appropriate recommendations to the full Board;
(s) review the Valuation Committee Charter periodically, and make such recommendations to the full Board with respect to amendments to the Valuation Committee Charter or the Trusts’ Securities Pricing Procedures utilized by the Valuation Committee to “fair value” securities as it deems necessary; and
(t) establish procedures for the receipt, retention, and treatment of complaints received by a Fund regarding accounting, internal accounting controls, or auditing matters, as and when required by applicable rules.
4. The Committee shall meet on a regular basis as needed and is empowered to hold special meetings as circumstances require. In addition, the Committee shall keep written minutes of its meetings and a copy of all materials presented in connection with such meetings, which minutes and materials shall be maintained with the Trusts’ books and records.
5. The Committee shall meet with the Treasurer of the Trusts and with internal auditors, if any, for MML Real Estate
Corporation.

Ronald J. Abdow President, Abdow Corporation (operatorInvestment Advisers, LLC, periodically to review and discuss such matters or information that the Committee believes may be relevant to the independent auditors, the audit engagement, the Trusts’ financial condition and results, or the Trusts’ financial policies, procedures, and internal controls, or as otherwise necessary or appropriate in connection with the Committee’s duties hereunder. The Committee may request any officer or employee of restaurants);
Age 64,the Trusts or any of the Trusts’ service providers, the Trusts’ counsel, counsel to the Independent Trustees, or independent auditors, to attend a meeting of the Committee or to meet with any member of, or consultant to, the Committee.
6. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).
7. One member of the Committee shall be appointed as chair by the Board. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Board, as appropriate.
8. The designation by the Board of a Committee member as an “audit committee financial expert,” within the meaning of the rules under the Sarbanes-Oxley Act, shall not impose any greater responsibility or liability on that member than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board.
5
9. The Committee shall review this Charter as necessary and recommend any changes to the full Board.
6
APPENDIX C
Nominating and Governance Committee Charter
(Amended and Restated as of December 21, 2021)
This charter sets forth the purpose, operating guidelines, and responsibilities of the Nominating and Governance Committee (the “Committee”) of the Board of Trustees (the “Board”) of the MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II (together, the “Funds” or the “Trusts”). The charter is reviewed and approved periodically by the Committee.
Statement of Purposes and Responsibilities
The primary purposes and responsibilities of the Committee are as follows:
(i) To identify, and evaluate the qualifications of, individuals to become independent¹ members of the Funds’ Board in the event that a position currently filled by an Independent Trustee is vacated or created;
(ii) To nominate the Independent Trustee nominees for election or appointment to the Board;
(iii) To set any necessary standards or qualifications for service on the Board;
(iv) To recommend periodically to the full Board an Independent Trustee to serve as Chairperson (such Chairperson to serve for a term of General Partner, Grove Investment Group (apartment buildingthree years but not more than two consecutive terms);
(v) To evaluate at least annually the Trust (since 1994) syndicator);independence (under Rule 0-1(a)(6) under the 1940 Act) and overall performance of counsel to the Independent Trustees;
(vi) To annually review the compensation of the Independent Trustees as set forth in the Trustee Abdow G&R TrustCompensation Policy and Abdow
G&R Co. (ownersmake recommendations to the full Board regarding such compensation;
(vii) with the assistance of counsel to the Trusts, to monitor and operators of restaurant properties);
Partner, Abdow Partnership, Abdow Auburn Associates,evaluate industry and Abdow Hazard Associates (ownerslegal developments with respect to fund governance matters, in order to ensure compliance with all applicable requirements and operators of
restaurant properties); Trustee (since 1993) MML Series
Investment Fund (open-end investment company).

Richard H. Ayers Chairmanwith a view to identifying and Chief Executive Officer (since 1989) and
Age 53, Nominee Director (since 1985), The Stanley Works (manufacturer of
tools, hardware and specialty hardware and specialty hardware
products); Director (since 1986), Southern New England
Telecommunications. Corp.; Director (since 1988), Perkin Elmer
Corp.; Trustee (1985-1996), Connecticut Mutual Investment
Accounts, Inc. and Connecticut Mutual Financial, Services Series
Fund I.

Mary E. Boland Attorney at Law, Egan, Flanagan and Cohen, P.C., (law firm)
Age 57, Trustee of Springfield, MA; Director (since 1995), Trustee (until 1995),recommending “best practices” to the Trust (since 1994) SIS Bank (formerly, Springfield Institution for Savings);
Trustee, MML Series Investment Fund (open-end investment
company).

David E. A. Carson President and Chief Executive Office (since 1985), People's
Age 62, Nominee Bank; Director, United Illuminating Co.; Trustee, American
Skandia Trust (open-end investment company).
Board;

- ---------------------
*
¹ For purposes of this Charter, an “Independent Trustee” shall mean a Trustee who is not an "interested person" of the Trust within the definition set
forth“interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.

-11-
amended (the “1940 Act”), of the Funds.

Name, Age7
(viii) to monitor and Position Principal Occupation During Past Five Yearsevaluate the structure, membership, size, responsibilities, and Otherprocedures of the Board and all Board committees, including the allocation of specific tasks and responsibilities among all Board committees, consistent with the Trust Principal Business Affiliations
- ---------------------- -----------------------------------------------------

Richard G. Dooley* Consultant (since 1993)intent of the charter of each such committee, and to make recommendations to the Board regarding the same;
(ix) to study and recommend to the Board procedures for evaluating the performance of Trustees and Board committees;
(x) receive reports of Covered Persons under the Trusts’ Sarbanes-Oxley Code of Ethics, consider what action to take in the event of a violation of such Code, consider any requests for a waiver of any provision of such Code, and make recommendations regarding the Code;
(xi) consider and address any conflicts concerning the Trusts brought to the attention of the Committee relating to governance, including particularly any issues that may arise concerning any officer or Trustee positions, direct or indirect financial interests or relationships involving any Independent Trustee, or any member of the immediate family thereof, and any of the persons or entities identified in response to Item 17(b)(7)(i) to (viii) of Form N-1A (see Appendix A), Executive Vice Presidentwhether or not required to be disclosed in response to Item 17(b)(7) to (9) of Form N-1A;
(xii) consider and Chief
Age 67,make recommendations to the Board at least annually concerning the Trusts’ directors and officers liability insurance coverage;
(xiii) to consider, with the assistance of counsel, any issues or controversies arising as to whether or not a Trustee designated as an Independent Trustee in fact satisfies all of Investment Officer (1978-1993), MassMutual; Director, The
the Trust (since 1996) Advest Group, Inc. (financial services holding company),criteria for such status (whether imposed by law or such more stringent policies as may be adopted) and Nominee Hartford Steam Boiler Inspectionto make recommendations to the Board regarding the same;
(xiv) to establish guidelines on corporate governance matters; and Insurance Co., New
England Education Loan Marketing Corporation; Trustee
(since 1992), Kimco Realty Corp. (shopping center ownership
(xv) To review this Charter periodically and management); Director (since 1993), Jefferies Group, Inc.
financial services holding company), Director and Vice
President, Oppenheimer Acquisition Corporation (investment
advisory holding company); Vice Chairman (since 1995),
Chairman (1988-1995), MML Series Investment Fund (open-
end investment company); Vice Chairman (since 1995),
Chairman (1982-1995), MassMutual Corporate Investors, and
Vice Chairman (since 1995), Chairman (1988-1995),
MassMutual Participation Investors (closed-end investment
companies); Director (1992-1995), Chairman (1982-1992)
Concert Capital Management, Inc. (an indirect investment
advisory subsidiary of MassMutual); Director (1993-1995),
Luxonen S.A. (Swedish investment fund); Supervisory
Director (1991-1995), MassMutual/Carlson CBO N.V.
(collateralized bond fund); Director (1984-1993), MML Real
Estate Corporation (real estate management subsidiary of
MassMutual Holding Company) and MML Realty
Management Corporation (subsidiary of MassMutual Holding
Companyrecommend any changes to manage real estate projects).

Richard W. Greene Executive Vice President and Treasurer (since 1986),
Age 61, Nominee University of Rochester (private university).

Beverly C. L. Hamilton President (since 1991), ARCO Investment Management Co.;
Age 50, Nominee Vice President (since 1991), Atlantic Richfield Company;
Director (since 1992), Connecticut Natural Gas; Director
(since 1991), Emerging Markets Growth Fund (closed-end
investment company).
the full Board.

- ----------------------
* Trustee who is an "interested person"2
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Trust withinFunds.
The nomination of interested Trustees shall be the definition set
forth in Section 2(a)(19)responsibility of the Investment Company Act of 1940, as amended.

-12-

F. William Marshall, Jr. President, Chief Executive Officer and Director (since 1993),
Age 54, Trustee of the SIS Bank (formerly, Springfield Institution for Savings);
Trust (since 1996), Chairman and Chief Executive Officer (1990-1993), Bank of
and Nominee Ireland First Holdings, Inc. and First New Hampshire Banks;
Trustee (since 1996), MML Series Investment Fund (open-end
investment company).

Charles J. McCarthy Proprietor, Synectics Financial Company (venture capital
Age 73, Trustee of activities, business consulting and investments); Trustee, MML
the Trust (since 1994) Series Investment Fund (open-end investment company).

John M. Naughton* Executive Vice President, MassMutual; Director (since 1991)
Age 59, Trustee of the Oppenheimer Acquisition Corporation (investment advisory
Trust (since 1994) holding company); Trustee (since 1991), BayState Health
Systems; Director (since 1993), Association of Private Pension
and Welfare Plans; Chairman and Director (since 1995) and
Trustee (1990-1995), SIS Bank (formerly, Springfield
Institution for Savings); Director (1992-1995), Concert Capital
Management, Inc. (an indirect investment advisory subsidiary
of MassMutual); Director (1992-1995), Colebrook Group
(commercial real estate consultants).

John H. Southworth Chairman (since 1993) and President (1984-1992),
Age 68, Trustee of the Southworth Company (manufacturer of paper and calendars);
Trust (since 1994) Director (since 1995), Trustee (until 1995), SIS Bank
(formerly, Springfield Institution for Savings); Trustee, MML
Series Investment Fund (open-end investment company).

Stuart H. Reese Senior Vice President (since 1993), MassMutual; President
Age 41, President of (since 1993), MML Series Investment Fund; President (since
the Trust (since 1994) 1995), Executive Vice President (1993-1995), MassMutual

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

-13-

Stuart H. Reese (contd.) Corporate Investors and MassMutual Participation Investors;
Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities) and
MassMutual Corporate Value Limited (parent of MassMutual
Corporate Value Partners Limited); Supervisory Director
(since 1994), MassMutual/Carlson CBO (collateralized bond
fund); Director and Member of Investment Committee (since
1994), MML Bay State Life Insurance Company (wholly-
owned insurance subsidiary of MassMutual); Director and
Member of Investment and Auditing Committees, MML
Pension Insurance Company (wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.);
Director (since 1994), Pace Industries (aluminum die caster);
Vice President and Managing Director (1990-1992), Capital
Markets Group of Aetna Life & Casualty Company; Chairman
and President (1990-1993), Aetna Financial Services, Inc.

Hamline C. Wilson Senior Managing Director (since 1996), Vice President and
Age 58, Vice President Managing Director (1989-1996), MassMutual; Vice President
and Chief Accounting and Chief Financial Officer, MML Series Investment Fund,
and Financial Officer of MassMutual Corporate Investors and MassMutual
the Trust (since 1994) Participation Investors; Investment Officer (since 1992), Vice
President (1983-1992), Concert Capital Management, Inc.

Stephen L. Kuhn Vice President and Associate General Counsel (since 1992),
Age 49, Vice President and Second Vice President and Associate General Counsel (1988-
Secretary of the Trust 1992), MassMutual; Vice President and Secretary, MML
(since 1994) Series Investment Fund, MassMutual Participation Investors
and MassMutual Corporate Investors; President,
MassMutual/Carlson CBO Incorporated; Chief Legal Officer
and Assistant Secretary (since 1995), DLB Acquisition
Corporation (holding company for investment advisers);
Assistant Clerk (since 1994), Chief Legal Officer (since 1993)
and Clerk (1990-1994), Concert Capital Management, Inc.

-14-

Raymond B. Woolson Managing Director (since 1996), Second Vice President
Age 37, Treasurer of (1992-1996), Director/Fund Account Administration (1989-
the Trust (since 1994) 1992), MassMutual; Treasurer, MassMutual Corporate
Investors and MassMutual Participation Investors; Treasurer
(since 1996), MML Series Investment Fund; Second Vice
President (since 1994), MassMutual Holding Company.

John J. McMahon Director of Accounting Services, MassMutual; Comptroller
Age 40, Comptroller of (since 1994), MML Series Investment Fund, MassMutual
the Trust (since 1994) Corporate Investors and MassMutual Participation Investors.

Board and Committee Meetings
- ----------------------------

entire Board.
Operating Guidelines
The Board of Trusteesthe Funds shall appoint at least three members to serve on the Committee and shall also designate one Committee member to serve as Chair. The Chair shall serve a term of three years, with no limit on the Trust have established standing Audit and
Nominating Committees. The Audit Committee, whose members are Messrs. McCarthy
and Southworth, makes recommendations to the Trustees as to the engagement or
dischargenumber 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, whose members are Ms. Boland and Messrs. Abdow, Marshall,
McCarthy, and Southworth, considers making all nominations for non-interestedterms that may be served. All members of the Board ofCommittee shall be Independent Trustees. The selection and nomination of management
nominees for such vacancies is committed toAt the discretioninvitation of the Nominating
Committee. In 1995, the Audit Committee, met once. The Nominating Committee did
not meet in 1995. Each Trustee attended 100%Trustees who are non-Committee members may attend all or part of the aggregate number of allany meetings of the Committee.
The Committee will meet at least twice per calendar year. Additional meetings may be held as deemed appropriate by the Committee, or as called by the Chair.
Except as provided by law, the following provisions shall govern the conduct of Committee meetings: Notice. Notice shall be given as provided for meetings of the full Board of Trusteesthe Funds.
Quorum. At any Committee meeting, a majority of the Committee members then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the total numbermeeting may be held as adjourned without further notice.
Action by Vote. When a quorum is present at any meeting, a majority of Committee members present may take any action.
Action by Writing. Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing and such written consents are filed with the records of the meetings of the Committee. Such consent shall be treated for all purposes as a vote taken at a Committee meeting.
Presence Through Communications Equipment. The members of the Committee may participate in a Committee meeting by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
Reports. The Committee shall report to the Board concerning its activities.
3
Identification of Independent Trustee Nominees
(a) Identification of Independent Trustee Nominees. In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Funds’ current Trustees, (ii) the Funds’ officers, (ii) the Funds’ investment adviser(s), (iv) the Funds’ shareholders (see below), and (v) any other source the Committee deems to be appropriate (e.g., executive search firms).
(b) Consideration of Independent Trustee Candidates Recommended by Fund Shareholders. The Committee will consider and evaluate nominee candidates properly submitted by shareholders in the same manner as it considers and evaluates candidates recommended by other sources. To be considered properly submitted, shareholder recommendations for Independent Trustee candidates must be submitted in accordance with the requirements of Appendix B.
Qualifications for Independent Trustee Nominees
The Committee requires that all Independent Trustee candidates have a college degree or, in the judgment of the Committee, equivalent business experience. The Committee may take into account a wide variety of factors in considering Independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
(i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board;
(ii) relevant industry and related experience;
(iii) educational background;
(iv) depth and breadth of financial expertise, including whether the candidate would qualify as an “independent” “audit committee financial expert” as those terms are defined in Item 3 of Form N-CSR;
(v) whether, and to what extent, a candidate’s background, experience, and skills would complement the background, experience, and skills of the Board’s existing Trustees; and
(vi) an assessment of the candidate’s ability, judgment, expertise, reputation, and integrity.
In the case of a shareholder recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder.
Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs.
4
Governance Function
The Committee will develop, recommend to the Board, and periodically review, as needed, guidelines on which
hecorporate governance matters (“Governance Guidelines”). Such guidelines will include policies with respect to:
(i) the training and orientation of Trustees on an ongoing basis (the Committee strongly encourages each Trustee to attend at least two educational activities per calendar year);
(ii) the establishment and revision, as needed, of the committee structure of the Board;
(iii) the periodic evaluation of Trustee and committee performance;
(iv) attendance at, and conduct of, Board meetings;
(v) the conduct of any investigation by the Board;
(vi) retirement policies concerning Trustees and succession planning concerning transitional Board membership, as applicable, and a plan for any change in Board membership, if needed, to comply with Board composition requirements within the period specified by Rule 10e-1 under the 1940 Act;
(vii) service by Trustees as officers or directors/trustees of other investment company complexes and public companies and other activities which may affect the operation of the Trusts or the Board;
(viii) ownership by Trustees of shares of the various funds comprising the Trusts;
(x) the adoption of any “independence” standards applicable to Independent Trustees more stringent than the requirement not to be an “interested person” as defined in Section 2(a)(19) of the 1940 Act, as the Committee determines appropriate; and
(xi) in general, the conduct of business by the Board, the Trusts and the Trusts’ investment adviser and subadvisers in accordance with high standards of integrity.
5
Appendix A
Item 17. Management of the Fund
Instructions.
1. For purposes of this Item 17, the terms below have the following meanings:
(a) The term “family of investment companies” means any two or she served,more registered investment companies that:
(1) Share the same investment adviser or principal underwriter; and
(2) Hold themselves out to investors as related companies for purposes of investment and investor services.
(b) The term “fund complex” means two or more registered investment companies that:
(1) Hold themselves out to investors as related companies for purposes of investment and investor services; or
(2) Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other that Messrs. Wendlandtregistered investment companies.
(c) The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and Naughton,adoptive children); and any dependent of the person, as defined in section 152 of the Internal Revenue Code (26 U.S.C. 152).
(d) The term “officer” means the president, vice-president, secretary, treasurer, controller, or any other officer who each attended
75%performs policy-making functions.
2. When providing information about directors, furnish information for directors who are interested persons of such meetings.

Compensation
- ------------

The Trust, on behalfthe Fund separately from the information for directors who are not interested persons of each Fund, pays each memberthe Fund. For example, when furnishing information in a table, you should provide separate tables (or separate sections of its Boarda single table) for directors who are interested persons and for directors who are not interested persons. When furnishing information in narrative form, indicate by heading or otherwise the directors who are interested persons and the directors who are not interested persons.
...
(7) Describe briefly any material interest, direct or indirect, of Trusteesany director who is not an "interested person"interested person of the TrustFund, or MassMutual a $2,000
fee for each calendar quarter and a $2,000 fee for each meetingimmediate family member of the Boarddirector, in any transaction, or series of Trustees attended by such Trustee. Such Trustees who are memberssimilar transactions, during the two most recently completed calendar years, in which the amount involved exceeds $120,000 and to which any of the Audit
Committee, are paidfollowing persons was a party:
6
(i) The Fund;
(ii) An officer of the Fund;
(iii) An investment company, or a person that would be an additional $1,000 per year. Such Trusteesinvestment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(iv) An officer of an investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a- 3(c)(1) and (c)(7)), having the same investment adviser or principal underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(v) An investment adviser or principal underwriter of the Fund;
(vi) An officer of an investment adviser or principal underwriter of the Fund;
(vii) A person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund; or
(viii) An officer of a person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund.
Instructions.
1. Include the name of each director or immediate family member whose interest in any transaction or series of similar transactions is described and the nature of the circumstances by reason of which the interest is required to be described.
2. State the nature of the interest, the approximate dollar amount involved in the transaction, and, where practicable, the approximate dollar amount of the interest.
3. In computing the amount involved in the transaction or series of similar transactions, include all periodic payments in the case of any lease or other agreement providing for periodic payments.
4. Compute the amount of the interest of any director or immediate family member of the director without regard to the amount of profit or loss involved in the transaction(s).
7
5. As to any transaction involving the purchase or sale of assets, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost to the seller. Describe the method used in determining the purchase or sale price and the name of the person making the determination.
6. Disclose indirect, as well as direct, material interests in transactions. A person who servehas a position or relationship with, or interest in, a company that engages in a transaction with one of the persons listed in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 may have an indirect interest in the transaction by reason of the position, relationship, or interest. The interest in the transaction, however, will not be deemed “material” within the meaning of paragraph (b)(7) of this Item 17 where the interest of the director or immediate family member arises solely from the holding of an equity interest (including a limited partnership interest, but excluding a general partnership interest) or a creditor interest in a company that is a party to the transaction with one of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17, and the transaction is not material to the company.
7. The materiality of any interest is to be determined on the Nominating Committee are paid an additional $500 fee for each meeting
attended. In addition, the Trust reimburses out-of-pocket business travel
expenses to such Trustees. Trustees and officersbasis of the Trust who are
"interested persons"significance of the Trust or MassMutualinformation to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are not entitledamong the factors to be considered in determining the significance of the information to investors.
8. No information need be given as to any feetransaction where the interest of the director or immediate family member arises solely from the ownership of securities of a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 and the director or immediate family member receives no extra or special benefit not shared on a pro rata basis by all holders of the class of securities.
9. Transactions include loans, lines of credit, and other indebtedness. For indebtedness, indicate the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and the transaction in which it was incurred, the amount outstanding as of the end of the most recently completed calendar year, and the rate of interest paid or charged.
10. No information need be given as to any routine, retail transaction. For example, the Fund need not disclose that a director has a credit card, bank or brokerage account, residential mortgage, or insurance policy with a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 unless the director is accorded special treatment.
8
Appendix B
Procedures for their servicesShareholders to Submit Nominee Candidates
A Fund shareholder must follow the Trust.

-15-
following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.
1. The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Funds’ Nominating and Governance Committee, to the attention of the Secretary, at the address of the principal executive offices of the Funds.
2. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Funds at least 60 calendar days before the date of the meeting at which the Committee is to select a nominee for Independent Trustee.
3. The Shareholder Recommendation must include:
(i) a statement in writing setting forth:
(A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Candidate”), including an explanation of why the shareholder believes the Candidate will make a good Trustee;
(B) the class or series and number of all shares of the Funds owned of record or beneficially by the Candidate, as reported to such shareholder by the Candidate;
(C) any other information regarding the Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Funds);
(D) any other information regarding the Candidate that would be required to be disclosed if the Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and
(E) whether the recommending shareholder believes that the Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Candidate that will be sufficient for the Funds to make such determination;
9
(ii) the written and signed consent of the Candidate to be named as a nominee, consenting to: (1) the disclosure, as may be necessary or appropriate, of such Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee, if elected;
(iii) the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series and class of the Funds owned beneficially and of record by the recommending shareholder;
(iv) a description of all arrangements or understandings between the recommending shareholder and the Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and
(v) such other information as the Committee may require the Candidate to furnish, as the Committee may reasonably require or deem necessary to determine the eligibility of such Candidate to serve as a Trustee, or to satisfy applicable law.
10
APPENDIX D
TRUSTEE COMPENSATION
The following table discloses thebelow shows (i) compensation paid to the Trust's non-
interested Trustees by each Fund for its most recently completed fiscal year (ending September 30, 2021) and (ii) the total compensation received by each Trustee from the MassMutual fund complex for the fiscal year ended December 31, 1995.period ending September 30, 2021. The Trust hasTrusts have no pension or retirement orplan, but do have a deferred compensation plans. AllThe MassMutual Select Funds plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited at a rate of interest of eight percent (8%). Amounts deferred after July 1, 2008, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Premier Funds plan provides for amounts deferred prior to January 1, 2012, plus interest, to be credited at a rate of interest equal to that of the non-
interestedU.S. Corporate Bond Index as of January 1, 2012, to be reset every two years. Amounts deferred after January 1, 2012, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Advantage Funds plan provides for amounts deferred, plus or minus earnings, to be “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee.
Interested Trustees alsoreceive no compensation from the Funds for their services as Trustees. The table includes information for Mr. Alan Hunter, Jr., who is expected to retire in June 2022 under the Board’s retirement policy and is not standing for re-election. This table does not include information for Mr. R. Bradford Malt, Ms. Cynthia R. Plouché and Mr. Jason J. Price because they did not serve as Trusteesa Trustee of one other investment company
managed by MassMutual.
the Board during any Fund’s recently completed fiscal year or during the calendar year 2021. Messrs. Fanning and Noreen, as employees of MassMutual, received no compensation for their roles as Trustee to the Trust.
MassMutual Global
Floating Rate Fund MassMutual Global Credit
Income Opportunities Fund
Trustees Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair
Nabil N. El-Hage
Michael R. Fanning
Maria D. Furman
R. Alan Hunter, Jr.
Robert E. Joyal¹
C. Ann Merrifield
Clifford M. Noreen
Susan B. Sweeney
MassMutual Emerging Markets Debt Blended Total Return Fund MassMutual Global Emerging Markets Equity Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair
Nabil N. El-Hage
Michael R. Fanning
Maria D. Furman
R. Alan Hunter, Jr.
Robert E. Joyal
C. Ann Merrifield
Clifford M. Noreen
Susan B. Sweeney
MassMutual Strategic
Bond Fund MassMutual Diversified
Value Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $3,454.97 $1,713.82
Nabil N. El-Hage $2,748.24 $1,761.79
Michael R. Fanning
Maria D. Furman $3,270.47 $1,561.83
R. Alan Hunter, Jr. $4,429.34 $2,199.10
Robert E. Joyal
C. Ann Merrifield $3,231.00 $1,603.86
Clifford M. Noreen
Susan B. Sweeney $3,430.17 $1,700.46
¹Robert E. Joyal retired from the Board as of December 31, 2020.

Name of Person and Position 11
MassMutual Fundamental
Value Fund MassMutual Blue Chip
Growth Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $2,673.11 $20,171.14
Nabil N. El-Hage $2,747.35 $20,691.82
Michael R. Fanning
Maria D. Furman $2,477.66 $18,874.29
R. Alan Hunter, Jr. $3,429.06 $25,865.63
Robert E. Joyal
C. Ann Merrifield $2,501.68 $18,866.75
Clifford M. Noreen
Susan B. Sweeney $2,654.76 $19,957.38
MassMutual Growth
Opportunities Fund MassMutual Fundamental
Growth Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $2,364.78 $303.93
Nabil N. El-Hage $2,427.21 $311.49
Michael R. Fanning
Maria D. Furman $2,226.53 $295.80
R. Alan Hunter, Jr. $3,032.30 $389.63
Robert E. Joyal
C. Ann Merrifield $2,211.45 $284.11
Clifford M. Noreen
Susan B. Sweeney $2,346.08 $303.97
MassMutual Equity
Opportunities Fund MassMutual Mid Cap
Value Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $3,464.48 $523.10
Nabil N. El-Hage $3,554.90 $537.56
Michael R. Fanning
Maria D. Furman $3,227.17 $482.08
R. Alan Hunter, Jr. $4,442.67 $671.10
Robert E. Joyal
C. Ann Merrifield $3,241.46 $489.63
Clifford M. Noreen
Susan B. Sweeney $3,427.31 $517.61 12
MassMutual Small
Cap Value Equity Fund MassMutual Small Company
Value Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $399.49 $1,001.31
Nabil N. El-Hage $411.02 $1,033.39
Michael R. Fanning
Maria D. Furman $371.67 $873.20
R. Alan Hunter, Jr. $512.54 $1,285.95
Robert E. Joyal
C. Ann Merrifield $373.92 $938.15
Clifford M. Noreen
Susan B. Sweeney $395.39 $993.24
MassMutual Mid Cap
Growth Fund MassMutual Small Cap
Growth Equity Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $42,768.93 $3,181.71
Nabil N. El-Hage $43,922.65 $3,276.19
Michael R. Fanning
Maria D. Furman $39,915.70 $2,910.00
R. Alan Hunter, Jr. $54,852.13 $4,082.95
Robert E. Joyal
C. Ann Merrifield $40,003.53 $2,976.50
Clifford M. Noreen
Susan B. Sweeney $42,418.64 $3,150.57
MassMutual
Overseas Fund MassMutual Total Return
Bond Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $3,127.94 $4,181.87
Nabil N. El-Hage $3,213.17 $4,287.47
Michael R. Fanning
Maria D. Furman $2,890.99 $3,947.82
R. Alan Hunter, Jr. $4,012.42 $5,361.12
Robert E. Joyal
C. Ann Merrifield $2,925.75 $3,911.34
Clifford M. Noreen
Susan B. Sweeney $3,095.85 $4,155.49 13
MassMutual RetireSMART by JPMorgan In Retirement Fund MassMutual RetireSMART by JPMorgan 2020 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $864.18 $1,580.57
Nabil N. El-Hage $884.87 $1,619.74
Michael R. Fanning
Maria D. Furman $828.98 $1,508.60
R. Alan Hunter, Jr. $1,107.84 $2,026.40
Robert E. Joyal
C. Ann Merrifield $808.18 $1,478.13
Clifford M. Noreen
Susan B. Sweeney $857.71 $1,568.66
MassMutual RetireSMART by JPMorgan 2025 Fund MassMutual RetireSMART by JPMorgan 2030 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,256.13 $2,188.15
Nabil N. El-Hage $1,288.79 $2,243.54
Michael R. Fanning
Maria D. Furman $1,183.76 $2,063.41
R. Alan Hunter, Jr. $1,611.03 $2,805.82
Robert E. Joyal
C. Ann Merrifield $1,174.65 $2,046.78
Clifford M. Noreen
Susan B. Sweeney $1,245.80 $2,168.76
MassMutual RetireSMART by JPMorgan 2035 Fund MassMutual RetireSMART by JPMorgan 2040 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $992.25 $1,453.55
Nabil N. El-Hage $1,018.50 $1,491.99
Michael R. Fanning
Maria D. Furman $925.95 $1,354.09
R. Alan Hunter, Jr. $1,272.77 $1,864.43
Robert E. Joyal
C. Ann Merrifield $928.08 $1,359.72
Clifford M. Noreen
Susan B. Sweeney $983.19 $1,439.87 14
MassMutual RetireSMART by JPMorgan 2045 Fund MassMutual RetireSMART by JPMorgan 2050 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $683.14 $903.68
Nabil N. El-Hage $701.71 $927.71
Michael R. Fanning
Maria D. Furman $632.02 $837.66
R. Alan Hunter, Jr. $876.49 $1,159.22
Robert E. Joyal
C. Ann Merrifield $638.95 $845.42
Clifford M. Noreen
Susan B. Sweeney $676.59 $894.89
MassMutual RetireSMART by JPMorgan 2055 Fund MassMutual RetireSMART by JPMorgan 2060 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $308.95 $91.79
Nabil N. El-Hage $317.47 $94.32
Michael R. Fanning
Maria D. Furman $284.33 $83.86
R. Alan Hunter, Jr. $396.41 $117.75
Robert E. Joyal
C. Ann Merrifield $288.99 $85.85
Clifford M. Noreen
Susan B. Sweeney $305.90 $90.83
MassMutual 20/80
Allocation Fund MassMutual 40/60
Allocation Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $963.76 $1,055.21
Nabil N. El-Hage $988.13 $1,082.18
Michael R. Fanning
Maria D. Furman $911.72 $996.17
R. Alan Hunter, Jr. $1,235.57 $1,352.85
Robert E. Joyal
C. Ann Merrifield $901.46 $987.05
Clifford M. Noreen
Susan B. Sweeney $958.61 $1,048.30 15
MassMutual 60/40
Allocation Fund MassMutual 80/20
Allocation Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,002.16 $660.19
Nabil N. El-Hage $1,028.28 $677.90
Michael R. Fanning
Maria D. Furman $936.43 $611.36
R. Alan Hunter, Jr. $1,285.10 $846.76
Robert E. Joyal
C. Ann Merrifield $937.58 $617.63
Clifford M. Noreen
Susan B. Sweeney $994.51 $654.99
MassMutual Select BlackRock Global Allocation Fund MM MSCI EAFE
International Index Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $3,026.59 $965.98
Nabil N. El-Hage $3,110.38 $990.95
Michael R. Fanning
Maria D. Furman $2,789.26 $907.40
R. Alan Hunter, Jr. $3,882.32 $1,238.54
Robert E. Joyal
C. Ann Merrifield $2,831.13 $903.46
Clifford M. Noreen
Susan B. Sweeney $3,001.85 $960.25
MM Russell 2000 Small Cap
Index Fund MM Equity
Asset Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,404.53 $1,997.05
Nabil N. El-Hage $1,446.94 $2,048.19
Michael R. Fanning
Maria D. Furman $1,281.76 $1,893.98
R. Alan Hunter, Jr. $1,802.36 $2,559.90
Robert E. Joyal
C. Ann Merrifield $1,314.74 $1,883.72
Clifford M. Noreen
Susan B. Sweeney $1,393.57 $1,973.96 16
MM S&P 500 Index Fund MM S&P Mid Cap Index Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $15,312.93 $1,979.39
Nabil N. El-Hage $15,715.50 $2,036.13
Michael R. Fanning
Maria D. Furman $14,251.26 $1,810.75
R. Alan Hunter, Jr. $19,637.24 $2,539.64
Robert E. Joyal
C. Ann Merrifield $14,326.23 $1,852.65
Clifford M. Noreen
Susan B. Sweeney $15,216.49 $1,967.11
MassMutual Select T. Rowe Price Emerging Markets Bond Fund MassMutual Select T. Rowe Price Bond Asset Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $497.45 $3,468.91
Nabil N. El-Hage $510.25 $3,559.16
Michael R. Fanning
Maria D. Furman $472.70 $3,283.57
R. Alan Hunter, Jr. $637.52 $4,446.45
Robert E. Joyal
C. Ann Merrifield $469.05 $3,271.96
Clifford M. Noreen
Susan B. Sweeney $491.81 $3,423.74
MassMutual Select T. Rowe Price International Equity Fund MassMutual Select T. Rowe Price Real Assets Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $6,879.98 $562.88
Nabil N. El-Hage $7,081.99 $580.43
Michael R. Fanning
Maria D. Furman $6,322.84 $493.66
R. Alan Hunter, Jr. $8,825.19 $722.50
Robert E. Joyal
C. Ann Merrifield $6,492.43 $531.83
Clifford M. Noreen
Susan B. Sweeney $6,802.33 $556.46 17
MassMutual Select T. Rowe Price Large Cap Blend Fund MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $9,027.50 $3,904.95
Nabil N. El-Hage $9,285.76 $4,018.66
Michael R. Fanning
Maria D. Furman $8,283.63 $3,611.41
R. Alan Hunter, Jr. $11,579.98 $5,008.67
Robert E. Joyal
C. Ann Merrifield $8,518.69 $3,685.86
Clifford M. Noreen
Susan B. Sweeney $8,910.15 $3,860.11
MassMutual Select T. Rowe
Price Limited Duration Inflation Focused Bond Fund MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $977.37 $383.88
Nabil N. El-Hage $1,006.57 $394.15
Michael R. Fanning
Maria D. Furman $861.74 $363.04
R. Alan Hunter, Jr. $1,254.27 $492.33
Robert E. Joyal
C. Ann Merrifield $922.46 $362.08
Clifford M. Noreen
Susan B. Sweeney $966.90 $377.83
MassMutual Select T. Rowe Price Retirement 2005 Fund MassMutual Select T. Rowe Price Retirement 2010 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $151.52 $668.21
Nabil N. El-Hage $155.63 $686.46
Michael R. Fanning
Maria D. Furman $144.25 $634.44
R. Alan Hunter, Jr. $175.20 $771.43
Robert E. Joyal
C. Ann Merrifield $141.81 $625.17
Clifford M. Noreen
Susan B. Sweeney $149.97 $661.14 18
MassMutual Select T. Rowe Price Retirement 2015 Fund MassMutual Select T. Rowe Price Retirement 2020 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $678.93 $3,484.57
Nabil N. El-Hage $697.51 $3,579.84
Michael R. Fanning
Maria D. Furman $637.55 $3,303.47
R. Alan Hunter, Jr. $783.63 $4,024.24
Robert E. Joyal
C. Ann Merrifield $635.10 $3,260.16
Clifford M. Noreen
Susan B. Sweeney $671.65 $3,447.72
MassMutual Select T. Rowe Price Retirement 2025 Fund MassMutual Select T. Rowe Price Retirement 2030 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $2,897.56 $6,549.07
Nabil N. El-Hage $2,976.80 $6,728.27
Michael R. Fanning
Maria D. Furman $2,711.10 $6,124.25
R. Alan Hunter, Jr. $3,341.56 $7,552.61
Robert E. Joyal
C. Ann Merrifield $2,714.02 $6,135.81
Clifford M. Noreen
Susan B. Sweeney $2,870.16 $6,488.86
MassMutual Select T. Rowe Price Retirement 2035 Fund MassMutual Select T. Rowe Price Retirement 2040 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $2,848.43 $5,218.48
Nabil N. El-Hage $2,926.39 $5,361.28
Michael R. Fanning
Maria D. Furman $2,636.20 $5,902.22
R. Alan Hunter, Jr. $3,281.34 $6,013.84
Robert E. Joyal
C. Ann Merrifield $2,670.86 $4,893.39
Clifford M. Noreen
Susan B. Sweeney $2,824.53 $5,174.89 19
MassMutual Select T. Rowe Price Retirement 2045 Fund MassMutual Select T. Rowe Price Retirement 2050 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $2,063.08 $3,270.86
Nabil N. El-Hage $2,119.54 $3,360.38
Michael R. Fanning
Maria D. Furman $1,907.04 $3,022.29
R. Alan Hunter, Jr. $2,376.42 $3,767.49
Robert E. Joyal
C. Ann Merrifield $1,934.79 $3,067.77
Clifford M. Noreen
Susan B. Sweeney $2,046.12 $3,244.29
MassMutual Select T. Rowe Price Retirement 2055 Fund MassMutual Select T. Rowe Price Retirement 2060 Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,126.39 $339.12
Nabil N. El-Hage $1,157.24 $348.42
Michael R. Fanning
Maria D. Furman $1,037.12 $306.02
R. Alan Hunter, Jr. $1,296.84 $389.78
Robert E. Joyal
C. Ann Merrifield $1,057.03 $318.96
Clifford M. Noreen
Susan B. Sweeney $1,117.84 $337.30
MassMutual Select T. Rowe Price Retirement Balanced Fund MassMutual Strategic
Emerging Markets Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $811.85 $897.05
Nabil N. El-Hage $834.05 $921.27
Michael R. Fanning
Maria D. Furman $761.50 $837.54
R. Alan Hunter, Jr. $937.33 $1,131.25
Robert E. Joyal
C. Ann Merrifield $759.24 $840.51
Clifford M. Noreen
Susan B. Sweeney $802.94 $896.42 20
MassMutual U.S. Government Money Market Fund MassMutual Short-Duration
Bond Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,432.65 $3,964.49
Nabil N. El-Hage $1,471.21 $4,017.28
Michael R. Fanning
Maria D. Furman $1,339.24 $3,865.38
R. Alan Hunter, Jr. $1,805.37 $4,474.83
Robert E. Joyal
C. Ann Merrifield $1,342.69 $3,841.31
Clifford M. Noreen
Susan B. Sweeney $1,433.13 $3,966.19
MassMutual Inflation-Protected
and Income Fund MassMutual Core
Bond Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,758.06 $6,293.49
Nabil N. El-Hage $1,805.48 $6,462.96
Michael R. Fanning
Maria D. Furman $1,634.44 $5,973.80
R. Alan Hunter, Jr. $2,216.49 $7,931.55
Robert E. Joyal
C. Ann Merrifield $1,647.39 $5,898.12
Clifford M. Noreen
Susan B. Sweeney $1,757.30 $6,295.56
MassMutual Diversified
Bond Fund MassMutual High
Yield Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,085.21 $4,741.53
Nabil N. El-Hage $1,114.41 $4,815.47
Michael R. Fanning
Maria D. Furman $1,012.46 $4,589.11
R. Alan Hunter, Jr. $1,367.59 $5,456.24
Robert E. Joyal
C. Ann Merrifield $1,017.05 $4,569.01
Clifford M. Noreen
Susan B. Sweeney $1,085.85 $4,739.77 21
MassMutual
Balanced Fund MassMutual Disciplined
Value Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $694.90 $433.64
Nabil N. El-Hage $713.65 $445.32
Michael R. Fanning
Maria D. Furman $635.84 $397.66
R. Alan Hunter, Jr. $876.15 $546.61
Robert E. Joyal
C. Ann Merrifield $651.15 $406.36
Clifford M. Noreen
Susan B. Sweeney $694.89 $433.61
MassMutual
Main Street Fund MassMutual
Disciplined Growth Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $564.90 $1,233.77
Nabil N. El-Hage $580.11 $1,267.04
Michael R. Fanning
Maria D. Furman $530.00 $1,171.33
R. Alan Hunter, Jr. $712.04 $1,555.43
Robert E. Joyal
C. Ann Merrifield $529.37 $1,156.12
Clifford M. Noreen
Susan B. Sweeney $564.97 $1,233.68
MassMutual Small Cap Opportunities Fund MassMutual
Global Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $1,368.65 $1,615.97
Nabil N. El-Hage $1,405.67 $1,659.60
Michael R. Fanning
Maria D. Furman $1,194.12 $1,489.08
R. Alan Hunter, Jr. $1,726.36 $2,037.66
Robert E. Joyal
C. Ann Merrifield $1,282.33 $1,514.18
Clifford M. Noreen
Susan B. Sweeney $1,367.85 $1,614.61 22
MassMutual
International Equity Fund
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair $877.44
Nabil N. El-Hage $901.03
Michael R. Fanning
Maria D. Furman $848.00
R. Alan Hunter, Jr. $1,105.43
Robert E. Joyal
C. Ann Merrifield $822.41
Clifford M. Noreen
Susan B. Sweeney $671.67
Total Compensation from From Trust Trustthe MassMutual Fund Complex
Aggregate Compensation from the Fund Deferred Compensation and Interest Accrued as part of Fund Complex
- --------------------------------------------------------------------------------

Ronald J. Abdow, Trustee
$16,000 $32,000
- --------------------------------------------------------------------------------
MaryExpenses
Allan W. Blair $281,404.00
Nabil N. El-Hage $288,904.00
Michael R. Fanning
Maria D. Furman $263,904.00
R. Alan Hunter, Jr. $353,904.00
Robert E. Boland, Trustee
$16,000 $32,000
- --------------------------------------------------------------------------------
Charles J. McCarthy,
Trustee
$17,000 $34,000
- --------------------------------------------------------------------------------
John H. Southworth, Trustee
$17,000 $74,074
- --------------------------------------------------------------------------------
Joyal
C. Ann Merrifield $263,904.00
Clifford M. Noreen
Susan B. Sweeney² $403,804.00

PROPOSAL (3)

RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P.
AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1996

At a meeting on February 9, 1996, a majority
²Mrs. Sweeney’s total compensation includes amounts received as compensation for her role as trustee of Barings Participation Investors and Barings Corporate Investors, which is deemed to be part of the BoardFund Complex because they are managed by Barings LLC, an affiliate of Trustees of
the Trust, including a majority of those members of the Board who are not
"interested persons" of the Trust, selected the firm of CoopersMML Advisers.
23
APPENDIX E
Fees billed by Deloitte & Lybrand L.L.P.
("C&L") as independent accountants for the Trust for the fiscal year ending
December 31, 1996. C & L has served the Trust as independent public
accountant's since the Trust's inception. A representative of C & L will have
the opportunity to make a statement during the Special Meeting via telephone and
is expected to be available via telephone during the Special Meeting to respond
to appropriate shareholder questions.

The Board of Trustees recommends that shareholders ratify the selection of
Coopers & Lybrand L.L.P. as the Trust's independent accountants.

RELATED INFORMATION

Administrator and Underwriter
- -----------------------------

MassMutual, in addition to being the investment manager of the Funds, also
provides administrative and shareholder services to the Trust pursuant to the
terms of its Administrative and Shareholder Services Agreements with the Trust,
on behalf ofTouche LLP each of the seven Funds. For itslast fiscal years for services under the Administrative
and Shareholder Services Agreements, MassMutual earned aggregate fees of
$2,958,614 during the fiscal year ended December 31, 1995.

The Trust's principal underwriter is OppenheimerFunds Distributor, Inc.
("Oppenheimer"), whose address is Two World Trade Center, New York, New York
10048. Oppenheimer

-16-

provides distribution servicesrendered to the Trust pursuantFunds are shown below.
Fiscal Year end September 30, 2020 Audit
Fees Audit-Related
Fees Tax
Fees All Other
Fees
MassMutual Global Floating Rate Fund $- $- $- $-
MassMutual Global Credit Income Opportunities Fund $- $- $- $-
MassMutual Emerging Markets Debt Blended Total Return Fund $- $- $- $-
MassMutual Global Emerging Markets Equity Fund $- $- $- $-
MassMutual Strategic Bond Fund $46,616.00 $- $5,771.00 $-
MassMutual Diversified Value Fund $32,429.00 $- $4,875.00 $-
MassMutual Fundamental Value Fund $32,204.00 $- $4,875.00 $-
MassMutual Blue Chip Growth Fund $32,880.00 $- $4,875.00 $-
MassMutual Growth Opportunities Fund $32,880.00 $- $4,875.00 $-
MassMutual Fundamental Growth Fund $33,894.00 $- $4,875.00 $-
MassMutual Equity Opportunities Fund $32,880.00 $- $4,875.00 $-
MassMutual Mid Cap Value Fund $32,880.00 $- $4,875.00 $-
MassMutual Small Cap Value Equity Fund $32,880.00 $- $4,875.00 $-
MassMutual Small Company Value Fund $32,204.00 $- $4,875.00 $-
MassMutual Mid Cap Growth Fund $32,880.00 $- $4,875.00 $-
MassMutual Small Cap Growth Equity Fund $32,880.00 $- $4,875.00 $-
MassMutual Overseas Fund $34,997.00 $- $14,868.75 $-
MassMutual Total Return Bond Fund $49,676.00 $- $6,151.00 $-
MassMutual RetireSMART by JPMorgan In Retirement Fund $27,474.00 $- $16,944.00 $-
MassMutual RetireSMART by JPMorgan 2020 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2025 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2030 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2035 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2040 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2045 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2050 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2055 Fund $27,474.00 $- $4,648.00 $-
MassMutual RetireSMART by JPMorgan 2060 Fund $27,474.00 $- $4,648.00 $-
MassMutual 20/80 Allocation Fund $27,474.00 $- $4,648.00 $-
MassMutual 40/60 Allocation Fund $27,474.00 $- $4,648.00 $-
MassMutual 60/40 Allocation Fund $27,474.00 $- $4,648.00 $-
MassMutual 80/20 Allocation Fund $27,474.00 $- $4,648.00 $-
MassMutual Select BlackRock Global Allocation Fund $101,633.00 $- $24,888.50 $-
MM MSCI EAFE International Index Fund $29,254.00 $- $5,210.00 $-
MM Russell 2000 Small Cap Index Fund $28,150.00 $- $4,875.00 $-
MM Equity Asset Fund $33,555.00 $- $7,375.00 $-
MM S&P 500 Index Fund $33,894.00 $- $4,875.00 $-
MM S&P Mid Cap Index Fund $28,150.00 $- $4,875.00 $-
MassMutual Select T. Rowe Price Emerging Markets Bond Fund $35,582.00 $- $6,322.00 $-
MassMutual Select T. Rowe Price Bond Asset Fund $34,860.00 $- $6,322.00 $-
MassMutual Select T. Rowe Price International Equity Fund $34,568.00 $- $5,975.00 $-
MassMutual Select T. Rowe Price Real Assets Fund $32,880.00 $- $5,875.00 $-
MassMutual Select T. Rowe Price Large Cap Blend Fund $31,865.00 $- $5,875.00 $-
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund $31,137.00 $- $4,875.00 $-
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund $34,680.00 $- $5,322.00 $-
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund $34,860.00 $- $5,322.00 $-
MassMutual Select T. Rowe Price Retirement 2005 Fund $21,870.00 $- $4,648.00 $- 24
Fiscal Year end September 30, 2020 Audit
Fees Audit-Related
Fees Tax
Fees All Other
Fees
MassMutual Select T. Rowe Price Retirement 2010 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2015 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2020 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2025 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2030 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2035 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2040 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2045 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2050 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2055 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement 2060 Fund $21,870.00 $- $4,648.00 $-
MassMutual Select T. Rowe Price Retirement Balanced Fund $21,870.00 $- $4,648.00 $-
MassMutual U.S. Government Money Market Fund $28,938.00 $- $4,875.00 $-
MassMutual Short-Duration Bond Fund $34,455.00 $- $5,322.00 $-
MassMutual Inflation-Protected and Income Fund $34,681.00 $- $5,322.00 $-
MassMutual Core Bond Fund $35,583.00 $- $5,322.00 $-
MassMutual Diversified Bond Fund $35,583.00 $- $5,322.00 $-
MassMutual High Yield Fund $33,895.00 $- $4,875.00 $-
MassMutual Balanced Fund $35,244.00 $- $5,658.00 $-
MassMutual Disciplined Value Fund $34,569.00 $- $4,875.00 $-
MassMutual Main Street Fund $31,866.00 $- $4,875.00 $-
MassMutual Disciplined Growth Fund $34,570.00 $- $4,875.00 $-
MassMutual Small Cap Opportunities Fund $32,880.00 $- $4,875.00 $-
MassMutual Global Fund $33,556.00 $- $8,825.00 $-
MassMutual International Equity Fund $34,569.00 $- $9,150.00 $-
MassMutual Strategic Emerging Markets Fund $33,894.00 $- $27,112.50 $-
Fiscal Year end September 30, 2021 Audit
Fees Audit-Related
Fees Tax
Fees All Other
Fees
MassMutual Global Floating Rate Fund $- $- $- $-
MassMutual Global Credit Income Opportunities Fund $- $- $- $-
MassMutual Emerging Markets Debt Blended Total Return Fund $- $- $- $-
MassMutual Global Emerging Markets Equity Fund $- $- $- $-
MassMutual Strategic Bond Fund $47,663.00 $- $- $-
MassMutual Diversified Value Fund $33,156.00 $- $- $-
MassMutual Fundamental Value Fund $32,927.00 $- $- $-
MassMutual Blue Chip Growth Fund $33,618.00 $- $1,225.00 $-
MassMutual Growth Opportunities Fund $33,618.00 $- $- $-
MassMutual Fundamental Growth Fund $34,654.00 $- $- $-
MassMutual Equity Opportunities Fund $33,618.00 $- $- $-
MassMutual Mid Cap Value Fund $33,618.00 $- $- $-
MassMutual Small Cap Value Equity Fund $33,618.00 $- $- $-
MassMutual Small Company Value Fund $32,927.00 $- $- $-
MassMutual Mid Cap Growth Fund $33,618.00 $- $- $-
MassMutual Small Cap Growth Equity Fund $33,618.00 $- $- $-
MassMutual Overseas Fund $35,782.00 $- $9,910.00 $-
MassMutual Total Return Bond Fund $47,721.00 $- $1,225.00 $-
MassMutual RetireSMART by JPMorgan In Retirement Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2020 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2025 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2030 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2035 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2040 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2045 Fund $28,091.00 $- $- $- 25
Fiscal Year end September 30, 2021 Audit
Fees Audit-Related
Fees Tax
Fees All Other
Fees
MassMutual RetireSMART by JPMorgan 2050 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2055 Fund $28,091.00 $- $- $-
MassMutual RetireSMART by JPMorgan 2060 Fund $28,091.00 $- $- $-
MassMutual 20/80 Allocation Fund $28,091.00 $- $- $-
MassMutual 40/60 Allocation Fund $28,091.00 $- $- $-
MassMutual 60/40 Allocation Fund $28,091.00 $- $- $-
MassMutual 80/20 Allocation Fund $28,091.00 $- $- $-
MassMutual Select BlackRock Global Allocation Fund $104,139.00 $- $12,391.25 $-
MM MSCI EAFE International Index Fund $29,912.00 $- $- $-
MM Russell 2000 Small Cap Index Fund $28,782.00 $- $- $-
MM Equity Asset Fund $34,308.00 $- $2,800.00 $-
MM S&P 500 Index Fund $34,654.00 $- $- $-
MM S&P Mid Cap Index Fund $28,782.00 $- $- $-
MassMutual Select T. Rowe Price Emerging Markets Bond Fund $38,651.00 $- $- $-
MassMutual Select T. Rowe Price Bond Asset Fund $38,061.00 $- $775.00 $-
MassMutual Select T. Rowe Price International Equity Fund $35,344.00 $- $37,288.75 $-
MassMutual Select T. Rowe Price Real Assets Fund $33,618.00 $- $2,568.75 $-
MassMutual Select T. Rowe Price Large Cap Blend Fund $32,580.00 $- $- $-
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund $31,837.00 $- $- $-
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund $35,460.00 $- $- $-
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund $35,641.00 $- $- $-
MassMutual Select T. Rowe Price Retirement 2005 Fund $28,091.00 $- $- $-
MassMutual Select T. Rowe Price Retirement 2010 Fund $28,091.00 $- $- $-
MassMutual Select T. Rowe Price Retirement 2015 Fund $28,090.99 $- $- $-
MassMutual Select T. Rowe Price Retirement 2020 Fund $28,090.99 $- $- $-
MassMutual Select T. Rowe Price Retirement 2025 Fund $28,090.99 $- $- $-
MassMutual Select T. Rowe Price Retirement 2030 Fund $28,091.00 $- $- $-
MassMutual Select T. Rowe Price Retirement 2035 Fund $28,091.01 $- $- $-
MassMutual Select T. Rowe Price Retirement 2040 Fund $28,091.01 $- $- $-
MassMutual Select T. Rowe Price Retirement 2045 Fund $28,091.01 $- $- $-
MassMutual Select T. Rowe Price Retirement 2050 Fund $28,090.98 $- $- $-
MassMutual Select T. Rowe Price Retirement 2055 Fund $28,091.00 $- $- $-
MassMutual Select T. Rowe Price Retirement 2060 Fund $28,091.00 $- $- $-
MassMutual Select T. Rowe Price Retirement Balanced Fund $28,091.02 $- $- $-
MassMutual U.S. Government Money Market Fund $29,588.00 $- $- $-
MassMutual Short-Duration Bond Fund $35,229.00 $- $- $-
MassMutual Inflation-Protected and Income Fund $35,460.00 $- $- $-
MassMutual Core Bond Fund $36,381.00 $- $- $-
MassMutual Diversified Bond Fund $36,381.00 $- $- $-
MassMutual High Yield Fund $34,654.00 $- $- $-
MassMutual Balanced Fund $36,035.00 $- $- $-
MassMutual Disciplined Value Fund $35,344.00 $- $- $-
MassMutual Main Street Fund $32,581.00 $- $- $-
MassMutual Disciplined Growth Fund $35,344.00 $- $- $-
MassMutual Small Cap Opportunities Fund $33,618.00 $- $- $-
MassMutual Global Fund $34,308.00 $- $5,736.25 $-
MassMutual International Equity Fund $35,344.00 $- $5,256.25 $-
MassMutual Strategic Emerging Markets Fund $34,654.00 $- $20,216.25 $- 26
APPENDIX F
Interests of Certain Persons
As of January 4, 2022, to a General Distributor's
Agreement dated August 5, 1994 and a Distribution and Service Plan and Agreement
with Class 1 and Class 2, and Class 3 shares of each Fund. For its services
under the Distribution and Service Plans and Agreements, Oppenheimer earned
aggregate fees of $4,429 during the fiscal year ended December 31, 1995.

Affiliated Broker Transactions
- -------------------------------

In the fiscal year ended December 31, 1995, no brokerage commissions were
paid to affiliated brokers of the Trust or of MassMutual, Concert Capital, or
HarbourView on account of trading for the Funds.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
- -----------------------------------------------

MassMutual, a Massachusetts corporation whose principal executive offices
are located at 1295 State Street, Springfield, Massachusetts 01111, owns,
through certain of its investment accounts and its provision of seed money for
the Trust, 100% of the Class 2, Class 3 and Class 4 sharesbest knowledge of each Fund, as of
the Record Date. The table below sets forth information relating to those
persons known to the Trust whofollowing shareholders beneficially ownowned more than 5% of the Class 1outstanding shares of each of the Funds.

Name of Fund and Number of Class 1
Beneficial Owner Shares Beneficially Owned Percent of Class
- --------------------------- --------------------------------- ----------------

Massachusetts Mutual Life Prime Fund
Insurance Company 698.107 Shares 100%
1295 State Street
Springfield, MA 01111 Short-Term Bond Fund
10,901.337 Shares 100%

Core Bond Fund
11,093.566 Shares 96.43%

Value Equity Fund
10,258.104 Shares 100%

Balanced Fund
10,441.294 Shares 97.50%

Small Cap Value Equity Fund
10,317.049 Shares 87.01%

International Equity Fund
10,119.402 Shares 79.82%

-17-

Name of Fund and Number of
Name and Address of Class 1 Shares
Beneficial Owner Beneficially Owned Percent of Class
- --------------------------- --------------------------------- ----------------

Creative Presentations, Small Cap Value Equity Fund
Inc. 1,540.792 Shares 12.99%
401(k) Profit Sharing Plan
24907 Anza Drive
Valencia, CA 91355
International Equity Fund
2,559.182 Shares 20.18%

MassMutual
- ----------

Listed below are the names and principal occupations of the Directors of
MassMutual and of MassMutual's principal executive officer, all of whose
addresses are the same as that of MassMutual.

- --------------------------------------------------------------------------------
Name Position with MassMutual and Principal Occupation
- --------------------------------------------------------------------------------

Roger G. Ackerman Director of MassMutual; President and Chief
Operating Officer, Corning Incorporated
(manufacturer of specialty materials,
communication equipment, and consumer products)
- --------------------------------------------------------------------------------
James R. Birle Director of MassMutual; Founding Chairman of
Resolute Partners, Inc.
- --------------------------------------------------------------------------------
Frank C. Carlucci III Director of MassMutual; Chairman and Partner, The
Carlyle Group (merchant banking corporation)
- --------------------------------------------------------------------------------
Gene Chao Director of MassMutual; President, Computer
Projections, Inc.
- --------------------------------------------------------------------------------
Patricia D. Dennis Director of MassMutual; Senior Vice President and
Assistant General Counsel, SBC Communications,
Inc. (telecommunications)
- --------------------------------------------------------------------------------
Anthony Downs Director of MassMutual; Senior Fellow, Brookings
Institution (non-profit policy research center)
- --------------------------------------------------------------------------------
James L. Dunlap Director of MassMutual; Senior Vice President,
Texaco, Inc. (producer of petroleum products) and
President, Texaco USA
- --------------------------------------------------------------------------------
William B. Ellis Director of MassMutual; Senior Fellow at Yale
University
- --------------------------------------------------------------------------------
Robert M. Furek Director of MassMutual; President and Chief
Executive Officer, Heublein, Inc. (beverage
distributor)
- --------------------------------------------------------------------------------
Charles K. Gifford Director of MassMutual; Chairman and Chief
Executive Officer of Bank of Boston Corporation;
Chairman and Chief Executive Officer of The First
National Bank of Boston
- --------------------------------------------------------------------------------
William N. Griggs Director of MassMutual; Managing Director, Griggs
& Santow, Inc. (business consultants)
- --------------------------------------------------------------------------------

-18-

James G. Harlow, Jr. Director of MassMutual; Chairman and President,
Oklahoma Gas and Electric Company (electric
utility)
- --------------------------------------------------------------------------------
George B. Harvey Director of MassMutual; Chairman, President and
Chief Executive Officer, Pitney Bowes, Inc.
(office machines manufacturer)
- --------------------------------------------------------------------------------
Barbara Barnes Hauptfuhrer Director of MassMutual; Director, The Vanguard
Group of Investment Companies, The Great Atlantic
and Pacific Tea Company, Inc. (operator of retail
food stores), Knight-Ridder, Inc. (publisher of
daily newspapers and operator of cable television
and business information systems), Raytheon
Company (manufacturer of electronic equipment),
Alco Standard Corp. (diversified manufacturer and
distributor)
- --------------------------------------------------------------------------------
Sheldon B. Lubar Director of MassMutual; Chairman, Lubar & Co.,
Incorporated (investment management and advisory
company)
- --------------------------------------------------------------------------------
William B. Marx, Jr. Director of MassMutual; Senior Executive Vice
President, Lucent Technologies, Inc. (public
telecommunications systems and software)
- --------------------------------------------------------------------------------
John F. Maypole Director of MassMutual; Managing Partner of Peach
State Real Estate Holding Company (real estate
investment company)
- --------------------------------------------------------------------------------
Donald F. McCullough Director of MassMutual; Retired (since 1988);
former Chairman of the Board of Directors, Chief
Executive Officer and President, Collins & Aikman
Corp. (manufacturer of textile products)
- --------------------------------------------------------------------------------
John J. Pajak Director, Vice Chairman and Chief Administrative
Officer of MassMutual
- --------------------------------------------------------------------------------
Barbara S. Preiskel Director of MassMutual; Attorney-at-Law
- --------------------------------------------------------------------------------
David E. Sams, Jr. Director, President and Chief Operating Officer of
MassMutual
- --------------------------------------------------------------------------------
Thomas B. Wheeler Chairman, Chief Executive Officer, and Director of
MassMutual
- --------------------------------------------------------------------------------
Alfred M. Zeien Director of MassMutual; Chairman and Chief
Executive Officer, The Gillette Company
(manufacturer of personal care products)
- --------------------------------------------------------------------------------

Concert Capital
- ---------------

Listed below are the names and principal occupations of the Directors of Concert
Capital and of Concert Capital's principal executive officer all of whose
addresses are One Memorial Drive, Cambridge, Massachusetts 02142, other than
Messrs. Wendlandt and Wheeler, whose addresses are the same as MassMutual's
address.

- --------------------------------------------------------------------------------
Name Position with Concert Capital and Principal
Occupation
- --------------------------------------------------------------------------------

Daniel J. Fitzgerald Director of Concert Capital; Executive Vice
President of MassMutual
- --------------------------------------------------------------------------------
Lawrence L. Grypp Director of Concert Capital; Executive Vice
President of MassMutual
- --------------------------------------------------------------------------------
Peter C. Schiemann Director of Concert Capital; Executive Vice
President of Babson
- --------------------------------------------------------------------------------

-19-

Peter C. Thompson Director of Concert Capital; President and
Director of Babson
- --------------------------------------------------------------------------------
Gary E. Wendlandt President of Concert Capital; Chief Investment
Officer and Executive Vice President of MassMutual
- --------------------------------------------------------------------------------
Thomas B. Wheeler Chairman and Director of Concert Capital;
Chairman, Chief Executive Officer and Director of
MassMutual
- --------------------------------------------------------------------------------

Babson
- ------

Listed below are the names and principal occupations of the Directors of Babson
and of Babson's principal executive officer, all of whose addresses are One
Memorial Drive, Cambridge, Massachusetts 02142

- --------------------------------------------------------------------------------
Name Position with Babson and Principal Occupation
- --------------------------------------------------------------------------------

Kathleen M. Elliott Director and Senior Vice President of Babson
- --------------------------------------------------------------------------------
Ronald E. Gwozdz Director and Executive Vice President of Babson
- --------------------------------------------------------------------------------
Hani K. Findakly Director of Babson; President of Potomac Babson
- --------------------------------------------------------------------------------
James W. MacAllen Director and Senior Vice President of Babson;
Senior Vice President of Concert Capital
- --------------------------------------------------------------------------------
Edward L. Martin Director and Executive Vice President of Babson;
Senior Vice President and Director of Potomac
Babson; Vice President Babson Money Market Fund,
Babson Tax-Free Income Fund and Babson Bond Trust
- --------------------------------------------------------------------------------
John V. Murphy Director, Chief Operating Officer, and Executive
Vice President of Babson; Chief Operating Officer
of Concert Capital; Senior Vice President and
Director of Potomac Babson
- --------------------------------------------------------------------------------
Peter C. Thompson Director and President of Babson; Director of
Potomac Babson; Director of Concert Capital
- --------------------------------------------------------------------------------
Peter C. Schliemann Director and Executive Vice President of Babson;
Director of Concert Capital; Vice President,
Babson Enterprise and Babson Enterprise Fund II
- --------------------------------------------------------------------------------
Jonathan B. Treat Director and Senior Vice President of Babson
- --------------------------------------------------------------------------------
Roland W. Whitridge Director and Senior Vice President of Babson; Vice
President Babson Value Fund and Shadow Stock Fund.
- --------------------------------------------------------------------------------

OTHER MATTERS AND DISCRETION OF SHAREHOLDERS

While the meeting has been called to act upon any other business that may
properly come before it, at the date of this Proxy Statement the only business
which the Trustees intend to present or know that others will present is the
business set forth in the Notice of Special Meeting. If other matters lawfully
come before the meeting, and on all procedural matters at said meeting, it is
the intention of those persons named in the enclosed Proxy Instruction Form to
vote those proxies in accordance with their best judgment.

-20-

SHAREHOLDER PROPOSALS

The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit a Proposal to be considered for
presentation at the next meeting of shareholders should send their written
proposals to MassMutual Institutional Funds, 1295 State Street, Springfield,
Massachusetts 01111, so that they are received within a reasonable time before
any such meeting.

By Order of the
Board of Directors

Stephen L. Kuhn
Vice President and Secretary

Springfield, Massachusetts
October 4, 1996

-21-

EXHIBIT A

FORM OF PROPOSED

INVESTMENT SUB-ADVISORY AGREEMENT

Between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

And

DAVID L. BABSON AND COMPANY INCORPORATED

(With respect to [MassMutual Value Equity Fund][MassMutual Small Cap Equity
Fund] [the Value Equity Sector of the MassMutual Balanced Fund])

A - 1

INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------

This INVESTMENT SUB-ADVISORY AGREEMENT (the "Sub-Advisory Agreement"),
is by and between David L. Babson and Company Incorporated, organized under the
laws of the Commonwealth of Massachusetts (the "Sub-Adviser"), and Massachusetts
Mutual Life Insurance Company, a Massachusetts corporation ("MassMutual"),
effective this day of , 1996.

WHEREAS, the [MassMutual Value Equity Fund] [MassMutual Small Cap Value
Equity Fund] [ MassMutual Balanced Fund] (the "Fund") is a series of MassMutual
Institutional Funds (the "Trust"), a Massachusetts business trust which is an
open-end diversified management investment company registered as such with the
Securities and Exchange Commission (the "Commission") pursuant to the Investment
Company Act of 1940, as amended (the "Act"), and the Trust has appointed
MassMutual as the investment adviser for the Fund, [including the Equity Sector
of the Fund,] pursuant to the terms of an Investment Advisory Agreement (the
"Advisory Agreement");

WHEREAS, the Advisory Agreement provides that MassMutual may, at its
option, subject to approval by the Trustees of the Trust and, to the extent
necessary, shareholders of the Fund, appoint a sub-adviser to assume certain
responsibilities and obligations of MassMutual under the Advisory Agreement;

WHEREAS, MassMutual and the Sub-Adviser are investment advisers
registered with the Commission as such under the Investment Advisers Act of
1940, as amended (the "Advisers Act"); and

WHEREAS, MassMutual desires to appoint the Sub-Adviser as its sub-
adviser for the Fund and the Sub-Adviser is willing to act in such capacity upon
the terms herein set forth;

NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, MassMutual and the Sub-Adviser, the parties hereto,
intending to be legally bound, hereby agree as follows:

1. General Provision.
------------------

MassMutual hereby employs the Sub-Adviser and the Sub-Adviser hereby
undertakes to act as the investment sub-adviser of the Fund to provide
investment advice and to perform for the Fund such other duties and
functions as are hereinafter set forth. The Sub-Adviser shall, in all
matters, give to the Fund and the Trust's Board of Trustees, directly or
through MassMutual, the benefit of the Sub-Adviser's best judgment,
effort, advice and

A - 2

recommendations and shall, at all times conform to, and use its best
efforts to enable the Fund to conform to:

(a) the provisions of the Act and any rules or regulations
thereunder;

(b) any other applicable provisions of state or federal law;

(c) the provisions of the Agreement and Declaration of Trust and
Bylaws of the Trust, as amended from time to time (collectively
referred to as the "Trust Documents");

(d) policies and determinations of the Board of Trustees of the Trust
and MassMutual;

(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement under the Investment Company Act or as such policies
may, from time to time, be amended by the Fund's shareholders;
and

(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.

The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the
Trustees and officers of the Trust and MassMutual with respect to any
matter dealing with the business and affairs of the Fund, such as the
valuation of portfolio securities of the Fund, including but not limited
to securities that are either not registered for public sale or
securities not traded on any securities market.

2. Duties of the Sub-Adviser.
--------------------------

(a) The Sub-Adviser shall, subject to the direction and control by the
Trust's Board of Trustees or MassMutual, to the extent MassMutual's
direction is not inconsistent with that of the Board of Trustees,
(i) regularly provide investment advice and recommendations to the
Fund, directly or through MassMutual, with respect to the Fund's
investments, investment policies and the purchase and sale of
securities; (ii) supervise and monitor continuously the investment
program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund;
(iii) arrange, subject to the provisions of Section 5 hereof, for
the

A - 3

purchase of securities and other investments for the Fund and the sale
of securities and other investments held in the portfolio of the Fund;
and (iv) provide reports on the foregoing to the Board of Trustees at
each Board meeting.

(b) Provided that none of MassMutual, the Fund or the Trust shall be
required to pay any compensation other than as provided by the
terms of this Sub-Advisory Agreement and subject to the provisions
of Section 5 hereof, the Sub-Adviser may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its
investment management services.

(c) Provided that nothing herein shall be deemed to protect the Sub-
Adviser from willful misfeasance, bad faith or gross negligence in
the performance of its duties, or reckless disregard to its
obligations and duties under this Sub-Advisory Agreement, the Sub-
Adviser shall not be liable for any loss sustained by reason of
good faith errors or omissions in connection with any matters to
which this Sub-Advisory Agreement relates.

(d) Nothing in this Sub-Advisory Agreement shall prevent MassMutual or
the Sub-Adviser or any officer thereof from acting as investment
adviser or sub-adviser for any other person, firm or corporation
and shall not in any way limit or restrict MassMutual or the Sub-
Adviser or any of their respective directors, officers, members,
stockholders or employees from buying, selling, or trading any
securities for its own account or for the account of others for
whom it or they may be acting, provided that such activities will
not adversely affect or otherwise impair the performance by any
party of its duties and obligations under this Sub-Advisory
Agreement.

(e) The Sub-Adviser shall cooperate with MassMutual by providing
MassMutual with any information in the Sub-Adviser's possession
necessary for supervising the activities of all administrative and
clerical personnel as shall be required to provide corporate
administration for the Fund, including the compilation and
maintenanceclass of such records with respect to its operations as may
reasonably be required. The Sub-Adviser shall, at its own expense,
provide such officers for the Trust as its Board may request.

A - 4

3. Duties of MassMutual.
---------------------

MassMutual shall provide the Sub-Adviser with the following information
about the Fund:

(a) cash flow estimates on request;

(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;

(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.

4. Compensation of the Sub-Adviser.
--------------------------------

MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee paid weekly at the annual rate ____% [.13 for the MassMutual Value
Equity Fund, .13 for the Value Equity Sector of the MassMutual Balanced
Fund, and .25 for the MassMutual Small Cap Value Equity Fund] of the
average daily net asset value of the Fund, determined at the close of
the New York Stock Exchange on each day that the Exchange is open for
trading and paid on the last day of each week.

5. Portfolio Transactions and Brokerage.
-------------------------------------

(a) The Sub-Adviser is authorized, in arranging the purchase and sale
of the Fund's publicly-traded portfolio securities, to employ or
deal with such members of securities exchanges, brokers or dealers
(hereinafter "broker- dealers"), including "affiliated" broker-
dealers, as that term is defined in the Act, as may, in its best
judgment, implement the policy of the Fund to obtain, at reasonable
expense, the best execution (prompt and reliable execution at the
most favorable security price obtainable) of the Fund's portfolio
transactions.

(b) The Sub-Adviser may effect the purchase and sale of securities
(which are otherwise publicly traded) in private transactions on
such terms and conditions as are customary in such transactions,
may use a broker in such to effect said transactions, and may enter
into a contract in which the broker acts either as principal or as
agent.

(c) The Sub-Adviser shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their
ability to obtain best execution of

A - 5

particular and related portfolio transactions. The abilities of a
broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by the Sub-Adviser on the basis of all
relevant factors and considerations including, insofar as feasible, the
execution capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the Fund's
portfolio transactions by participating therein for its own account; the
importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom
particular securities might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and
related transactions of the Fund.

6. Duration.
---------

Unless terminated earlier pursuant to Section 7 hereof, this Sub-
Advisory Agreement shall remain in effect until [insert date one year
from the date shareholder approval received]. Thereafter it shall
continue in effect from year to year, so long as such continuance shall
be approved at least annually by the Trust's Board of Trustees,
including the vote of the majority of the Trustees of the Trust who are
not parties to this Sub-Advisory Agreement or "interested persons" (as
defined in the Act) of any such party cast in person at a meeting called
for the purpose of voting on such approval, or by the holders of a
"majority" (as defined in the Act) of the outstanding voting securities
of the Fund.

7. Termination.
------------

This Sub-Advisory Agreement shall terminate automatically upon its
assignment or in the event upon the termination of the Advisory
Agreement; it may also be terminated: (i) for cause or with the consent
of the parties and the Trust by MassMutual or the Sub-Adviser at any
time without penalty upon sixty days' written notice to the other party
and the Trust; or (ii) by the Trust at any time without penalty upon
sixty days' written notice to MassMutual and the Sub-Adviser provided
that such termination by the Trust shall be directed or approved by a
vote of a majority of all of the Trustees of the Trust then in office or
by the vote of the holders of a "majority" of the outstanding voting
securities of the Fund (as defined in the Act).

8. Disclaimer of Shareholder Liability.
------------------------------------

MassMutual and the Sub-Adviser understand that the obligations of the
Trust under this Sub-Advisory Agreement are not binding upon any Trustee
or shareholder of the Trust personally, but bind only the Trust and the
Trust's property. MassMutual and the Sub-Adviser represent that each has
notice of the provisions of the Trust Documents disclaiming shareholder
and Trustee liability for acts or obligations of the Trust.

A - 6

9. Notice.
-------

Any notice under this Sub-Advisory Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party,
with a copy to the Trust, at the addresses below or such other address
as such other party may designate for the receipt of such notice.

If to MassMutual:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention:

If to the Sub-Adviser:

David L. Babson and Company Incorporated
One Memorial Drive
Cambridge, MA 02142
Attention:

If to either party, copies to:

MassMutual Institutional Funds
1295 State Street
Springfield, MA 01111
Attention:

Investors Bank & Trust
89 South Street
Boston, MA 02205-1537
Attention:

A - 7

IN WITNESS WHEREOF, MassMutual and the Sub-Adviser have caused this Sub-
Advisory Agreement to be executed on the day and year first above written.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:
------------------------------------------

DAVID L. BABSON AND COMPANY INCORPORATED

By:
------------------------------------------

Accepted and Acknowledged:
--------------------------

MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
[MASSMUTUAL VALUE EQUITY FUND]
[MASSMUTUAL SMALL CAP VALUE EQUITY FUND]
[the Value Equity Sector of the MASSMUTUAL BALANCED FUND]

By:
---------------------------------

A - 8

APPENDIX

MASSMUTUAL INSTITUTIONAL FUNDS
[MassMutual Value Equity Fund]
[MassMutual Small Cap Value Equity Fund]
[MassMutual Balanced Fund]

1295 State Street
Springfield, Massachusetts 01111

PROXY INSTRUCTION FORM

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MASSMUTUAL
INSTITUTIONAL FUNDS, WHICH RECOMMENDS THAT YOU VOTE "FOR" ITEMS 1, 2 AND 3.

The undersigned hereby appoints Thomas J. Finnegan, Jr., Stephen L. Kuhn and
Hamline C. Wilson, and any of them, proxies of the undersigned, with power of
substitution, to cast all shares of [MassMutual Value Equity Fund] [MassMutual
Small Cap Value Equity Fund] [MassMutual Balanced Fund] series of MassMutual
Institutional Funds (the "Trust") which the undersigned is entitled to vote at
the Special Meeting of Shareholders of the Trust to be held on October 16, 1996
and at any and all adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Special Meeting of Stockholders and the related Proxy
Statement.

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting.

This Proxy Instruction Form when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no specification is made,
this Proxy Instruction Form will be voted "FOR" all nominees as trustees and
"FOR" Proposal 1 and 3.

(PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE)

The proxies are instructed to vote as follows:
(Please mark your choice by placing an "x" in the appropriate box, using blue or
black ink.)

1. Approval of the Investment Sub-Advisory Agreement to be entered into
between Massachusetts Mutual Life Insurance Company and David L. Babson and
Company Incorporated, as described in the Proxy Statement..

FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. Election of Richard H. Ayers, David E. A. Carson, Richard G. Dooley,
Beverly C. L. Hamilton and F. William Marshall, Jr. as members Board of
Trustees, each for an indefinite term.

FOR [ ] AGAINST [ ] ABSTAIN [ ]
ALL NOMINEES ALL NOMINEES
EXCEPT AS LISTED
BELOW

INSTRUCTIONS: To withhold your vote for any nominee(s), write that
nominees name on the line below.

- --------------------------------------------------------------------------------
3. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
auditors and accountants for the Trust for the fiscal year ending December
31, 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

Dated: , 1996

Signature(s):

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY INSTRUCTION
FORM. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title a
such. If a corporation, please sign in full corporate name by its president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION FORM PROMPTLY USING
THE ENCLOSED ENVELOPE

APPENDIX

MASSMUTUAL INSTITUTIONAL FUNDS
[MassMutual Prime Fund]
[MassMutual Short-Term Bond Fund]
[MassMutual Core Bond Fund]
[MassMutual International Equity Fund]

1295 State Street
Springfield, Massachusetts 01111

PROXY INSTRUCTION FORM

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MASSMUTUAL
INSTITUTIONAL FUNDS, WHICH RECOMMENDS THAT YOU VOTE "FOR" ITEMS 2 AND 3

The undersigned hereby appoints Thomas J. Finnegan, Jr., Stephen L. Kuhn and
Hamline C. Wilson, and any of them, proxies of the undersigned, with power of
substitution, to cast all shares of [MassMutual Prime Fund] [MassMutual Short-
Term Bond Fund] [MassMutual Core Bond Fund] [MassMutual International Equity
Fund] series of MassMutual Institutional Funds (the "Trust") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Trust to be held on October 16, 1996 and at any and all adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and the related Proxy Statement.

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting.

(PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE)

The proxies are instructed to vote as follows:
(Please mark your choice by placing an "x" the appropriate box, using blue or
black ink.)

1. Election of Richard H. Ayers, David E. A. Carson, Richard G. Dooley,
Beverly C. L. Hamilton and F. William Marshall, Jr. as members of the Board
of Trustees, each for an indefinite term.

FOR [ ] AGAINST [ ] ABSTAIN [ ]
ALL NOMINEES ALL NOMINEES
EXCEPT AS LISTED
BELOW

INSTRUCTIONS: To withhold your vote for any nominee(s), write that
nominees name on the line below.
___________________________________________________________________________

2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
auditors and accountants for the Trust for the fiscal year ending December
31, 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

Dated: , 1996

Signature(s):

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION FORM PROMPTLY USING
THE ENCLOSED ENVELOPE

Name and Address of Shareholder
Class of
Shares Number of
Outstanding
Shares
Beneficially
Owned Percentage of
Outstanding
Shares of
Noted Class
Owned
MassMutual Total Return Bond Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 26163827.73 40.61%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 4852913.97
Atlanta, GA 30362
Class I 13936508.45 21.63%
MassMutual 20/80 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 3639882.145 5.65%
MassMutual 40/60 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 3532720.531 5.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 2704846.539 77.02%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 805883.841 22.95%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service 5345146.975 87.12%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service 783560.683 12.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative 1048013.054 58.54%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative 615748.722 34.39%
Charles Schwab Corporation
120 Kearny Street
San Francisco, CA 94108
Administrative 126555.14 7.07%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 848697.103 72.09%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 328532.744 27.91%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 6339179.354 85.33%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 767358.071 10.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 1662180.945 78.36%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 296370.241 13.97%
MassMutual Strategic Bond Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 11397070.34 34.68%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 6254077.119 19.03%
MassMutual 20/80 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 2451173.014 7.46%
MassMutual 40/60 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 2390059.165 7.27%
MassMutual RetireSMARTSM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 1854526.456 5.64%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 2981803.164 41.82%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 2202816.089 30.90%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 1748626.503 24.53%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 3701061.966 83.33%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 723872.176 16.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1914357.902 56.82%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1348064.641 40.01%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1569717.065 74.35%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 317527.253 15.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 143169.098 6.78%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1687005.755 55.87%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 912234.352 30.21%
Reliance Trust Company
FBO Mass Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 214207.07 7.09%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 168952.139 5.60%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 315345.091 43.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 263798.811 36.25%
Reliance Trust Company
FBO Mass Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 113755.495 15.63%
MassMutual Select BlackRock Global Allocation Fund
Mac & Co. A/C 793104
PO Box 3198
525 William Penn Place
Pittsburgh, PA 14230
Class I 35101016.09 64.87%
MAC & CO A/C 788946
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230
Class I 7419885.489 13.71%
MAC & CO A/C 818629
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230
Class I 6910330.309 12.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 149679.035 99.96%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 427201.332 96.97%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 518707.14 98.41%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 133029.271 69.97%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 56418.854 29.67%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 419760.687 89.22%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 45128.573 9.59%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 921195.293 92.76%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 55155.613 5.55%
MassMutual Diversified Value Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 8899824.842 45.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2679453.826 13.81%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 1049069.786 5.41%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 4813956.691 93.57%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 286964.732 5.58%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 850371.774 67.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 392223.314 31.06%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 886762.282 53.68%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 745020.414 45.10%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1617389.006 74.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 413628.057 18.93%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 391968.643 38.92%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 391028.96 38.82%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 205723.64 20.42%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 83615.04 89.87%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 9007.234 9.68%
MassMutual Fundamental Value Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 26253680.12 71.51%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 10216769.33 88.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 748405.405 6.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 1853478.923 56.99%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1378376.472 42.38%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 4405979.481 94.08%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 244226.549 5.21%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 2231085.168 67.86%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 691482.043 21.03%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 306845.604 9.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1028942.17 99.19%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 86582.092 50.53%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 53819.216 31.41%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 30874.174 18.02%
MM S&P 500 Index Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 15230896.96 20.78%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 14470754.08 19.74%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 9849225.921 13.44%
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 6536858.699 8.92%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 4516082.219 6.16%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 4194819.514 5.72%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 3859753.019 5.27%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 12450438.18 50.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 10789526.09 44.01%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 10899626.1 58.99%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 6801064.823 36.81%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 8942066.287 50.41%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 8156726.251 45.98%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 518547.672 50.51%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 441812.939 43.03%
Reliance Trust Company
FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 51763.473 5.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 12804035.75 51.16%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 6382462.626 25.50%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 2808479.91 11.22%
Reliance Trust Company
FBO Mass Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 1258818.268 5.03%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 7644341.746 50.12%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 3745339.844 24.56%
Sammons Financial Network
4546 Corporate Drive, Suite 100
West Des Moines, IA 50266
Class R3 1203139.381 7.89%
MassMutual Equity Opportunities Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 8968247.791 38.17%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 7080361.324 30.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 7012355.506 90.22%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 523676.765 6.74%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 1774530.297 69.51%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 711282.825 27.86%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 2183626.75 76.42%
Hartford Life Insurance Co.
1 Griffin Road North
Windsor, CT 06095
Administrative Class 301151.181 10.54%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 241235.798 8.44%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1959512.657 64.61%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 584793.575 19.28%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 414259.752 13.66%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 223578.83 40.21%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 112584.576 20.25%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 87481.416 15.73%
Reliance Trust Company
Custodian FBO MassMutual Omnibus PE
1100 Abernathy Roadd, Suite 400
Atlanta, GA 30328
Class R4 85046.181 15.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 126671.894 51.14%
Sammons Financial Network
4546 Corporate Drive, Suite 100
West Des Moines, IA 50266
Class R3 88575.73 35.76%
Ascensus Trust Company
FBO Intrepid Consulting Individual K Pl 486030
P.O. Box 10758 , Fargo, ND 58106
Fargo, ND 58106
Class R2 13171.266 5.32%
MassMutual Fundamental Growth Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 476687.459 18.67%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 415070.912 16.26%
Legg Mason Total Advantage 2030 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 357505.801 14.00%
Legg Mason Total Advantage 2035 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 289117.334 11.32%
Legg Mason Total Advantage 2025 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 276538.855 10.83%
Legg Mason Total Advantage 2040 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 193537.097 7.58%
Legg Mason Total Advantage 2020 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 142049.732 5.56%
Legg Mason Total Advantage 2045 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 136255.274 5.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 1568580.324 67.90%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 741489.4 32.10%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 944752.784 61.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 540985.38 35.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1414428.762 71.44%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 565433.259 28.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 3306087.983 82.37%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 426532.41 10.63%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 231355.277 5.76%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 521832.311 98.18%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 694046.076 83.18%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 140355.152 16.82%
MassMutual Blue Chip Growth Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 36398833.04 37.15%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 30924169.82 31.57%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class I 12867432.7 13.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 9822949.394 48.73%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 6233290.338 30.92%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 2539756.099 12.60%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 4315761.051 57.31%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 2423361.106 32.18%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Service Class 601053.061 7.98%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 8249790.846 71.08%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 3053797.02 26.31%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 3493013.945 63.51%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 1577419.565 28.68%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 2537133.247 52.22%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 980135.704 20.17%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 883760.185 18.19%
Reliance Trust Company
FBO Mass Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 356718.477 7.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 1220026.087 52.54%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 745542.057 32.11%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 146637.195 6.31%
MassMutual Growth Opportunities Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 18284556.43 55.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 9404995.208 28.41%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 5651061.073 63.78%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 2717406.387 30.67%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 2356369.085 62.81%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 1363874.518 36.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 5347224.356 84.24%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1000679.228 15.76%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 5902005.417 79.08%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 765378.651 10.26%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 689056.029 9.23%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 338589.519 63.01%
TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102
Class R4 171463.999 31.91%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 472939.348 55.69%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 376247.187 44.31%
MassMutual Mid Cap Value Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 4029454.902 42.17%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1822215.333 19.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 81568.507 96.50%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 21127.621 98.55%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 68556.493 89.84%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Administrative Class 7749.556 10.16%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 76613.524 61.30%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 40936.142 32.75%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 15736.244 67.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 5044.289 21.55%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 2492.76 10.65%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 12075.023 96.92%
MassMutual Small Cap Value Fund
MassMutual RetireSMARTSM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 446166.416 11.91%
MassMutual RetireSMARTSM by JPMorgan 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 419638.561 11.21%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 384830.371 10.28%
MassMutual 60/40 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 383700.101 10.25%
MassMutual RetireSMARTSM by JPMorgan 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 313192.286 8.36%
MassMutual 80/20 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 307064.017 8.20%
MassMutual RetireSMARTSM by JPMorgan 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 233322.014 6.23%
MassMutual 40/60 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 229477.504 6.13%
MassMutual RetireSMARTSM by JPMorgan 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 201146.192 5.37%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 190536.812 5.09%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 948749.079 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 188457.822 64.38%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 104251.997 35.62%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 245814.471 96.25%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 409961.976 69.02%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 125833.298 21.18%
Reliance Trust Company
FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 47510.57 8.00%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 69326.526 48.08%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 57738.602 40.04%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 17132.912 11.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 36784.368 48.96%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 19684.083 26.20%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 15422.167 20.53%
MassMutual Small Company Value Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 8695335.314 53.52%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 7214854.25 44.41%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 4809239.464 83.26%
Reliance Trust Company
FBO State Of Baltimore
P.O. Box 78446
Atlanta, GA 30357
Class R5 933176.847 16.16%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 734726.756 86.65%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 102888.355 12.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1037361.595 82.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 211175.156 16.79%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 687848.536 50.77%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 330755.942 24.41%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 293578.578 21.67%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 58239.466 76.82%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 17511.173 23.10%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 34742.974 84.19%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 6523.214 15.81%
MM S&P Mid Cap Index Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 4084668 50.86%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2576522.588 32.08%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 1206832.022 15.03%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 1322412.96 58.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 681194.381 29.99%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 171615.184 7.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 812804.589 57.75%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 519002.863 36.87%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Service Class 71840.465 5.10%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Administrative Class 1288310.825 49.91%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1259555.753 48.80%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1022096.258 60.47%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 529098.896 31.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1925114.432 38.42%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 1864603.148 37.21%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 557146.071 11.12%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 336984.883 6.73%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 3423205.049 46.83%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 2655273.532 36.33%
Sammons Financial Network
4546 Corporate Drive, Suite 100
West Des Moines, IA 50266
Class R3 512202.433 7.01%
MM Russell 2000 Small Cap Index Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 3351179.432 46.71%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 3080003.433 42.93%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 649162.936 9.05%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 777224.596 52.08%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 413069.906 27.68%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 242988.417 16.28%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 463207.361 46.19%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 456277.551 45.50%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Service Class 65886.088 6.57%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1579584.537 58.39%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 975689.709 36.07%
Ascensus Trust Company
FBO LWSS Family Dentistry
P.O. Box 10758
Fargo, ND 58106
Administrative Class 141736.702 5.24%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 799002.347 60.52%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 477942.355 36.20%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1502920.532 38.23%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 1077915.042 27.42%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 614473.107 15.63%
Reliance Trust Company14.91%
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 585999.573 14.91%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 2402408.58 57.78%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 1439037.461 34.61%
MassMutual Mid Cap Growth Fund
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class I 72368259.68 30.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 29457007.28 12.26%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 26077454.36 10.86%
TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102
Class I 18604807.09 7.74%
DCGT as Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
711 High Street
Des Moines, IA 50392
Class I 14534759.83 6.05%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class R5 13796960.12 24.15%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 12776190.26 22.36%
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
Class R5 9481968.985 16.60%
DCGT as Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
711 High Street
Des Moines, IA 50392
Class R5 3713932.629 6.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 3695633.565 6.47%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Service Class 2957018.374 25.53%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 2626333.22 22.68%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1873112.53 16.17%
John Hancock Trust Company LLC
690 Canton St, Suite 100
Westwood, MA 02090
Service Class 880420.581 7.60%
TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102
Service Class 776924.76 6.71%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 6881351.751 69.13%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 2025712.353 20.35%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 5128563.424 67.29%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 1385545.368 18.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 618091.193 8.11%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class R4 1625973.333 28.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1026312.076 17.98%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 499459.443 8.75%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 494924.194 8.67%
DCGT as Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
711 High Street
Des Moines, IA 50392
Class R4 348822.194 6.11%
Matrix Trust Company
FBO Phx-Oneamerica
P.O. Box 52129
Phoenix, AZ 85072
Class R4 323360.093 5.66%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 888659.039 49.98%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 394959.239 22.21%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 165939.218 9.33%
MassMutual Small Cap Growth Equity Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 15702555.83 51.43%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 5456440.324 17.87%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class I 3267926.081 10.70%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 7567746.581 87.69%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1030886.263 46.08%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 643554.924 28.76%
Matrix Trust Company
FBO Arthur J. Gallagher Corporation Supplemental Savings
P.O. Box 52129
Phoenix, AZ 85072
Service Class 482797.443 21.58%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1741993.514 76.24%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 487031.848 21.32%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 2285624.937 75.69%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 480231.231 15.90%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 174898.579 5.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 966489.272 57.51%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 408835.354 24.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 124552.753 7.41%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 98596.982 5.87%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 402028.897 57.15%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 229517.704 32.62%
State Street Bank
FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111
Class R3 50238.435 7.14%
MM MSCI EAFE International Index Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2340010.217 44.94%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1956673.824 37.57%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 563339.865 10.82%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 752787.168 61.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 458163.64 37.35%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 219409.605 75.69%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 70204.231 24.22%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1082633.754 56.55%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 830475.256 43.38%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 478971.491 42.86%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 399293.824 35.73%
Great-West Trust Company
8515 East Orchard Road
Greenwood Village, CO 80111
Class A 214958.97 19.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1006236.576 46.25%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 718071.667 33.01%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 320755.034 14.74%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 1602788.786 63.41%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 653132.845 25.84%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 3032
Class R3 166334.041 6.58%
MassMutual Overseas Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 12308197.3 30.59%
MassMutual RetireSMARTSM by JPMorgan 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 4411641.744 10.97%
MassMutual RetireSMARTSM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 3753294.989 9.33%
MassMutual RetireSMARTSM by JPMorgan 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 3409173.561 8.47%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 3146105.673 7.82%
MassMutual RetireSMARTSM by JPMorgan 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 2359218.336 5.86%
MassMutual RetireSMARTSM by JPMorgan 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 2199909.395 5.47%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 10917365.81 75.49%
PIMS/Prudential Retirement
2041 South Cobalt Point Way
Meridian, ID 83642
Class R5 2407352.724 16.65%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 2900736.875 59.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1939873.582 39.78%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1408805.151 71.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 481899.372 24.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1743941.594 73.93%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 234248.03 9.93%
Reliance Trust Company
FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 161546.994 6.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 140684.679 5.96%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1102778.535 46.76%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 637520.832 27.03%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 328505.605 13.93%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 289609.466 12.28%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 384006.272 51.06%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 271572.123 36.11%
MassMutual Select T. Rowe Price International Equity Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 32683145.02 20.69%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 31238270.32 19.77%
MassMutual Select T. Rowe Price Retirement 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 22955264.9 14.53%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 16824087.09 10.65%
MassMutual Select T. Rowe Price Retirement 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 14642530.55 9.27%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 11519382.26 7.29%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 10484195.5 6.64%
MassMutual Select T. Rowe Price Retirement 2055 Fund
1 Iron Street
Boston, MA 02210
Class I 8526306.166 5.40%
MassMutual U.S. Government Money Market Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 171,162,884.019 57.09%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 69,202,570.887 23.08%
Reliance Trust Company FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class R5 45,466,256.570 15.16%
MassMutual Inflation-Protected and Income Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 6652016.551 36.78%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 2018085.898 11.16%
MassMutual RetireSMARTSM by JPMorgan 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 1618261.842 8.95%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class I 957750.138 5.30%
Great-West Trust Company LLC FBO Employee Benefits Clients 401K
8515 East Orchard Road 2T2
Greenwood Village, CO 80111
Class I 953581.816 5.27%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 5276699.772 64.97%
Matrix Trust Company Trustee FBO Formosa Plastics Corporation U.S.A
P.O. Box 52129
Phoenix, AZ 85072
Class R5 2036658.856 25.08%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 3551993.069 70.68%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 851938.185 16.95%
State Street Bank Trustee And/Or Custodian FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111
Service Class 524038.4 10.43%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 778155.856 67.52%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 306291.041 26.58%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 542029.46 44.65%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 382552.538 31.51%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 204218.709 16.82%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 163775.158 30.33%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 145197.3 26.89%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 122672.93 22.72%
State Street Bank Trustee And/Or Custodian FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111
Class R4 36010.067 6.67%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 151521.295 53.42%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 109020.562 38.44%
MassMutual Core Bond Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 21425718.21 35.68%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 7475538.079 12.45%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 5184516.982 8.63%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class I 4649777.664 7.74%
MassMutual RetireSMART^SM by JPMorgan 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 4034282.896 6.72%
MassMutual 20/80 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 3159360.552 5.26%
MassMutual RetireSMART^SM by JPMorgan 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 3077469.111 5.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 20390183.47 87.50%
Matrix Trust Company Trustee FBO Formosa Plastics Corporation U.S.A
P.O. Box 52129
Phoenix, AZ 85072
Class R5 1355489.512 5.82%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 2247706.767 54.03%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 1906911.057 45.84%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 3247345.81 74.17%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1126657.48 25.73%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 3699760.493 79.80%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 447938.313 9.66%
Matrix Trust Company Trustee FBO Kayser-Roth Corporation
P.O. Box 52129
Phoenix, AZ 85072
Class A 284333.597 6.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 504848.697 84.12%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 46768.528 7.79%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 31924.432 5.32%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 19183.99 68.13%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 8973.724 31.87%
MassMutual Diversified Bond Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 5123402.396 50.06%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 3668597.759 35.84%
Reliance Trust Co FBO Mm Sta Of Baltimore
P.O. Box 78446
Atlanta, GA 30357
Class R5 4398339.477 61.40%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 1145373.821 15.99%
Capinco C/O US Bank NA
1555 N. Rivercenter Drive Ste. 302
Milwaukee, WI 53212
Class R5 859349.898 12.00%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 595312.764 8.31%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 336137.447 51.02%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 322645.536 48.98%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 991233.878 86.16%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 159246.731 13.84%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 558939.318 58.25%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 235545.162 24.55%
Reliance Trust Company FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 130243.221 13.57%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 190032.621 40.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 144846.481 30.76%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 112852.726 23.97%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 86593.249 75.09%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 28723.945 24.91%
MassMutual Balanced Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2980193.192 61.53%
The Hartford
One Hartford Plaza
Hartford, CT 06155
Class I 969840.505 20.02%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 826796.275 17.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 3286694.642 96.48%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 507069.67 62.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 298571.796 36.71%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 673227.299 98.48%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 838685.412 47.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 737047.976 41.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 101742.836 5.74%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 262997.127 49.57%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 227089.473 42.80%
Reliance Trust Company FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 30186.884 5.69%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 653800.292 51.18%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 517357.098 40.50%
Reliance Trust Company FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 105060.446 8.22%
MassMutual Disciplined Value Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1826642.42 78.99%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 347647.794 15.03%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 2162800.245 99.98%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1100936.148 96.19%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 114777.402 97.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 338382.445 71.41%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 124001.618 26.17%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 112676.424 55.20%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 91456.404 44.80%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 209856.113 67.48%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 77045.527 24.77%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 24092.016 7.75%
MassMutual Main Street Fund
Legg Mason Total Advantage 2030 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 473524.936 20.10%
Legg Mason Total Advantage 2025 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 348173.834 14.78%
Legg Mason Total Advantage 2035 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 339349.047 14.40%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 304005.063 12.90%
Legg Mason Total Advantage 2040 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 190575.103 8.09%
Legg Mason Total Advantage 2045 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 148733.129 6.31%
Legg Mason Total Advantage 2020 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 148507.982 6.30%
Legg Mason Total Advantage 2050 Fund
110 North Market Street, 9th Floor
Wilmington, DE 19890
Class I 145172.142 6.16%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 3811525.952 96.97%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 11128.787 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 2007963.712 93.39%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 142045.8 6.61%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 435117.325 46.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 271076.31 29.18%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 85274.747 9.18%
Reliance Trust Company FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 69183.291 7.45%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class A 57674.374 6.21%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 526861.061 71.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 197843.951 26.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 62495.191 68.81%
Talcott Resolution Life Insurance Compay
1 Griffin Road North
Windsor, CT 06095
Class R3 17094.569 18.82%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 11227.43 12.36%
MassMutual Disciplined Growth Fund
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1631615.869 45.35%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1522871.257 42.32%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 8697300.875 84.90%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 1426750.541 13.93%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 2440280.902 97.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 2629759.088 74.23%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 912732.375 25.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1483864.634 48.96%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 1365007.452 45.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 854939.918 75.51%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 237058.05 20.94%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 499402.785 92.30%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 30727.786 5.68%
MassMutual Small Cap Opportunities Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 849038.837 17.22%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 832710.927 16.88%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class I 733504.442 14.87%
Reliance Trust Company FBO Salem Trust Eb R/R
P.O. Box 78446
Atlanta, GA 30357
Class I 481937.132 9.77%
Mid Atlantic Trust Company FBO Popular, Inc. Pr Sav. & Inv. Plan
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222
Class I 464614.239 9.42%
TIAA, FSB Cust/TTEE
211 North Broadway, Suite 1000
St. Louis, MO 63102
Class I 432665.359 8.77%
SEI Private Trust Company
One Freedom Valley Drive
Oaks, PA 19456
Class I 249867.145 5.07%
The Hartford
One Hartford Plaza
Hartford, CT 06155
Class I 247652.635 5.02%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 5332968.879 70.55%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class R5 1615447.639 21.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 737535.88 60.15%
John Hancock Trust Company LLC
690 Canton St. Suite 100
Westwood, MA 02090
Service Class 199652.071 16.28%
Reliance Trust Company FB MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 154103.145 12.57%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 564263.737 37.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 562987.562 37.27%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Administrative Class 211217.924 13.98%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Administrative Class 171734.921 11.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 2473895.117 78.35%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 312112.451 9.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 401866.498 45.12%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 264869 29.74%
Fidelity Investments Institutional Operations Company LLC (FIIOC)
FBO Scheurer Hospital Employees Retirement Plan
100 Magellan Way (KWIC)
Covington, KY 41015
Class R4 96318.77 10.81%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 64795.189 7.27%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 300787.811 52.28%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 187775.661 32.64%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 46367.976 8.06%
MassMutual Global Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2374282.299 40.86%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class I 1220137.11 21.00%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1117035.845 19.23%
John Hancock Trust Company LLC
690 Canton Street, Suite 100
Westwood, MA 02090
Class I 559428.004 9.63%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 425680.273 7.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 5465495.304 90.42%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 565958.644 9.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 326810.569 68.85%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 141722.188 29.86%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 4857992.52 97.81%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 675638.35 62.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 254718.322 23.65%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 107378.043 9.97%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 382136.682 40.65%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 335636.632 35.70%
Reliance Trust Company FBO MassMutual Ominbus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 151869.541 16.15%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 62849.137 6.69%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 419252.541 50.76%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 372685.333 45.12%
MassMutual International Equity Fund
MassMutual RetireSMART^SM by JPMorgan 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 1712222.992 17.57%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 1342313.103 13.77%
MassMutual RetireSMART^SM by JPMorgan 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 1289412.086 13.23%
MassMutual RetireSMART^SM by JPMorgan 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 951100.108 9.76%
MassMutual RetireSMART^SM by JPMorgan 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 829531.089 8.51%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 800785.072 8.22%
MassMutual RetireSMART^SM by JPMorgan 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 512344.288 5.26%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 4978347.556 98.76%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 322681.735 83.37%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 64369.615 16.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 256682.513 91.95%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 22485.7 8.05%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 687881.772 47.69%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 587531.049 40.73%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 157451.1 92.10%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 13492.678 7.89%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 267317.933 92.35%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 17547.092 6.06%
MassMutual Strategic Emerging Markets Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 6686072.363 55.93%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 1217236.58 10.18%
MassMutual RetireSMART^SM by JPMorgan 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 635881.996 5.32%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 212704.36 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 155018.035 84.31%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 26762.437 14.55%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 74209.465 88.79%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 8470.477 10.14%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 37291.569 78.45%
Reliance Trust Company FBO MassMutual Various Non Qualified RP
P.O. Box 28004
Atlanta, GA 30358
Class A 3664.106 7.71%
Reliance Trust Company FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 3478.36 7.32%
Millennium Trust Co LLC FBO Various Beneficiaries
2001 Spring Road Suite 700
Oak Brook, IL 60523
Class A 3100.898 6.52%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 32076.714 91.35%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 2338.262 6.66%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 74371.661 80.78%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 17614.545 19.13%
MassMutual Short-Duration Bond Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 5334123.672 26.65%
MassMutual 20/80 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 4132233.485 20.65%
MassMutual 40/60 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 2854863.725 14.26%
Voya Institutional Trust Company
FBO Mercedes Benz
30 Braintree Hill Office Park
Braintree, MA 02184
Class I 1465275.748 7.32%
MassMutual 60/40 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 1382218.126 6.91%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 4380599.491 73.14%
Matrix Trust Company
Trustee FBO Formosa Plastics Corporation U.S.A.
P.O. Box 52129
Phoenix, AZ 85072
Class R5 1459674.873 24.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 297915.198 60.91%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 163702.839 33.47%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1334148.341 90.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 120036.731 8.17%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 530423.06 48.94%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 289192.594 26.68%
Reliance Trust Company
FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 154855.056 14.29%
Matrix Trust Company
FBO Kayser-Roth Corporation Supplemental
Retirement Plan
P.O. Box 52129
Phoenix, AZ 85072
Class R4 87087.914 8.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 2140081.851 83.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 191032.048 7.48%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 148841.818 5.83%
Sammons Financial Network
4546 Corporate Drive, Suite 100
West Des Moines, IA 50266
Class R3 706860.739 59.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 376258.65 31.57%
Reliance Trust Company
FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road, Suite 400
Atlanta, GA 30328
Class R3 90480.002 7.59%
Charles Schwab Corporation
Special Custody A/C FBO Customers
211 Main Street
San Francisco, CA 94105-1905
Class Y 40116049.54 39.62%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class Y 23970063.99 23.67%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class Y 13891535.9 13.72%
UBS WM USA Omni Account M/F
1000 Harbor Boulevard., Floor 5
Weehawken, NJ 07086
Class Y 8531705.615 8.43%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class L 7907604.649 64.94%
RBC Capital Markets LLC
Mutual Fund Omnibus
60 South 6th Street, Suite 700 #P08
Minneapolis, MN 55402
Class L 1688391.35 13.87%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class L 1086300.281 8.92%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class C 62105.587 47.94%
RBC Capital Markets LLC
Mutual Fund Omnibus
60 South 6th Street, Suite 700 #P08
Minneapolis, MN 55402
Class C 32480.869 25.07%
LPL Financial
156 Alabama St
Crestview, FL 32536
Class C 15181.045 11.72%
Raymond James
Omnibus For Mutual Funds
880 Carillon Parkway
St. Petersburg, FL 33716
Class C 9985.93 7.71%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class C 9786.297 7.55%
MassMutual High Yield Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 15454606.27 37.91%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 3241222.491 7.95%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 3118918.33 7.65%
MassMutual RetireSMART^SM by JPMorgan 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 2789755.823 6.84%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 1477672.465 28.68%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 1167365.662 22.66%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 1154536.275 22.41%
DCGT as Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
711 High Street
Des Moines, IA 50392
Class R5 324143.487 6.29%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class R5 287166.48 5.57%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1302892.082 41.03%
Reliance Trust Company
FBO MM Stationary Engineers Local
P.O. Box 78446
Atlanta, GA 30362
Service Class 620875.924 19.55%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 569396.471 17.93%
The Hartford
One Hartford Plaza
Hartford, CT 06155
Service Class 241015.401 7.59%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1141167.69 49.91%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 878195.23 38.41%
Great-West Trust Company
FBO Employee Benefits Clients 401K
8515 East Orchard Road
Greenwood Village, CO 80111
Administrative Class 134597.25 5.89%
DCGT as Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
711 High Street
Des Moines, IA 50392
Class R4 1593038.901 35.69%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 1221713.533 27.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 905899.393 20.29%
Reliance Trust Company
FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 251342.004 5.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 892095.272 63.57%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 260527.663 18.56%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 2151473.978 56.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 1187299.106 31.25%
Reliance Trust Company
FBO MassMutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 290660.755 7.65%
Jewish Communal Fund
575 Madison Avenue, Suite 703
New York, NY 10022
Class Y 2517786.496 55.03%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class Y 1370633.86 29.96%
Charles Schwab Corporation
Special Custody A/C FBO Customers
211 Main St.
San Francisco, CA 94105-1905
Class Y 623774.454 13.63%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class Y 11017.323 100.00%
MassMutual Global Floating Rate Fund
The Shimon Ben Joseph Foundation
343 Sansome Street, Suite 550
San Francisco, CA 94104
Class I 4572984.68 56.83%
U.S. Bank, National Association
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212
Class I 3473741.242 43.17%
UBS WM USA Omni Account M/F
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086
Class Y 9176497.93 27.40%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class Y 5793464.498 17.30%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class Y 3855258.204 11.51%
LPL Financial
156 Alabama St
Crestview, FL 32536
Class Y 3386549.282 10.11%
Maril & Co
FBO Reliance Trust Company
4900 West Brown Deer Road
Milwaukee, WI 53223
Class Y 2312312.751 6.90%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class L 4239846.889 74.37%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class L 335092.629 5.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class L 295642.212 5.19%
MassMutual Global Credit Income Opportunities Fund
U.S. Bank, National Association
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212
Class I 717222.001 99.70%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class Y 2610789.708 23.72%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class Y 2307328.118 20.96%
SEI Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19456
Class Y 1468438.338 13.34%
Wells Fargo Bank
FBO Alex Lee Inc
P.O. Box 1533
Minneapolis, MN 55480
Class Y 934458.212 8.49%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class Y 795112.627 7.22%
Charles Schwab Corporation
Special Custody A/C FBO Customers
211 Main St.
San Francisco, CA 94105-1905
Class L 5774493.127 86.01%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class L 586096.167 8.73%
Raymond James
Omnibus For Mutual Funds
House ACCT Firm 92500015
880 Carillon Parkway
St. Petersburg, Fl 33713
Class C 290001.548 45.93%
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY 10577
Class C 259732.939 41.13%
UBS WM USA Omni Account M/F
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086
Class C 32276.54 5.11%
MassMutual Emerging Markets Debt Blended Total Return Fund
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class I 91.824 100.00%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class Y 3289663.948 24.22%
UBS WM USA Omni Account M/F
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086
Class Y 3073060.999 22.62%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class Y 2341007.448 17.23%
Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105-1905
Class Y 1762914.104 12.98%
Reliance Trust Company
FBO Huntington National Bank
P.O. Box 78446
Atlanta ,GA 30357
Class Y 1253829.463 9.23%
Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105-1905
Class L 923493.882 64.37%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class L 234757.849 16.36%
Charles Schwab Corporation
Special Custody A/C FBO Customers
211 Main Street
San Francisco, CA 94105-1905
Class L 116256.559 8.10%
LPL Financial
156 Alabama St
Crestview, FL 32536
Class C 26354.345 40.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class C 18352.847 28.43%
Raymond James
Omnibus For Mutual Funds
House ACCT Firm 92500015
880 Carillon Parkway
St. Petersburg, Fl 33713
Class C 13980.327 21.65%
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Class C 3232.214 5.01%
MassMutual Global Emerging Markets Equity Fund
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class I 490000 100.00%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class Y 490000 96.88%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class L 10000 100.00%
Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
Class C 10000 100.00%
MassMutual 20/80 Allocation Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1519340.455 77.66%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 220240.843 11.26%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 202653.134 10.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 832898.675 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 12467706.41 99.01%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1220170.159 54.66%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1012193.812 45.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1596210.839 84.60%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 290575.446 15.40%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 365534.531 89.80%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 25893.108 6.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 443881.918 74.38%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 116688.613 19.55%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 36176.221 6.06%
MassMutual 40/60 Allocation Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 4667569.025 83.81%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 564042.563 10.13%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 337817.037 6.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 743528.591 98.37%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1558998.18 92.99%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 110575.391 6.60%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 3295339.096 83.44%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 654022.949 16.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 4945289.311 84.66%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 896251.833 15.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 3501493.828 91.15%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 292439.44 7.61%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 1523561.707 72.10%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 525422.212 24.87%
MassMutual 60/40 Allocation Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2289867.572 65.30%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 946821.11 27.00%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 269769.338 7.69%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 2173060.3 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 2528017.55 96.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 4465495.02 83.75%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 866294.839 16.25%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 5231656.783 92.58%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 419578.769 7.42%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 735394.728 72.33%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 129398.706 12.73%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 125615.068 12.35%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 983934.611 75.68%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 279369.146 21.49%
MassMutual 80/20 Allocation Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2895547.414 75.67%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 632246.742 16.52%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 298733.089 7.81%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 581294.285 100.00%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1443350.824 99.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1432471.857 69.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 636812.188 30.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 2145500.398 83.38%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 422101.362 16.40%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1058377.806 84.33%
Hartford Life Insurance Co.
1 Griffin Road North
Windsor, CT 06095
Class R4 138457.632 11.03%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 947563.13 56.83%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 602878.885 36.16%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R3 99364.824 5.96%
MassMutual RetireSMART by JPMorgan In Retirement Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 725079.354 46.95%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 600613.541 38.89%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 218684.006 14.16%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 394404.27 94.28%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 23929.677 5.72%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 720003.776 88.43%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 94176.015 11.57%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1462720.204 54.52%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1028844.234 38.35%
First County Bank Trust Department
3001 Summer Street
Stamford, CT 06905
Administrative Class 157814.426 5.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 420993.642 34.65%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 346885.804 28.55%
Millenium Trust Company LLC
2001 Spring Road, Suite 700
Oak Brook, IL 60523
Class A 140944.641 11.60%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 137846.304 11.35%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
Class A 105534.964 8.69%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 457855.876 43.21%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 347207.67 32.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 216411.622 20.42%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 1564458.159 80.05%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 380930.064 19.49%
MassMutual RetireSMART by JPMorgan 2020 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2617326.026 63.46%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1104975.46 26.79%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 397379.563 9.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 2719211.18 97.19%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1050107.507 63.25%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 610121.689 36.75%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1520178.019 57.94%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1056149.189 40.25%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 1095714.686 44.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 668982.778 27.07%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 431809.243 17.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1015263.793 58.12%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 392850.055 22.49%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 324823.526 18.59%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 2688153.69 66.11%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 1368281.819 33.65%
MassMutual RetireSMART by JPMorgan 2025 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2112053.544 46.56%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1843902.869 40.65%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 580012.601 12.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 60092.888 50.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 58759.239 49.44%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 328009.23 59.16%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 226458.034 40.84%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1689449.981 59.25%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1118951.816 39.24%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Class A 736591.394 70.43%
Atlanta, GA 30362
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 187195.403 17.90%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 823192.718 36.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 744434.419 33.13%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 660811.365 29.40%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 4245295.577 88.10%
Hartford Life Insurance Co.
1 Griffin Road North
Windsor, CT 06095
Class R3 549766.462 11.41%
MassMutual RetireSMART by JPMorgan 2030 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2387248.409 46.43%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1918438.887 37.31%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 788525.786 15.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 6116188.778 87.19%
Matrix Trust Company
717 17th Street, Suite 1300
Denver, CO 80202
Class R5 734778.218 10.47%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1612334.984 70.58%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 672074.23 29.42%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 3709198.483 62.16%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 2193325.584 36.76%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1291368.564 43.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 921028.67 30.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 597801.9 20.01%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 1345748.068 56.74%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 662659.952 27.94%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 357423.459 15.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 5353340.164 72.75%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 1983898.92 26.96%
MassMutual RetireSMART by JPMorgan 2035 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2382190.628 58.35%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1332471.507 32.64%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 367583.118 9.00%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R5 214529.025 73.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 72750.553 24.87%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 385124.631 66.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 190716.906 33.12%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1323465.829 52.59%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1074769.481 42.71%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Class A 787736.43 79.60%
Atlanta, GA 30328
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 194401.146 19.64%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 753634.724 41.75%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 696839.218 38.60%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 340558.578 18.87%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 3784431.18 88.89%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 426858.797 10.03%
MassMutual RetireSMART by JPMorgan 2040 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2328881.829 57.17%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 960994.641 23.59%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 771961.759 18.95%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 4437724.315 97.10%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 1189503.888 71.96%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 463562.335 28.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 2739301.483 51.96%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 2478376.821 47.01%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 1009046.852 53.83%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 574520.112 30.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303
Class A 210248.252 11.22%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 921905.067 56.49%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 445887.252 27.32%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 246855.183 15.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 3776902.559 84.60%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 663579.171 14.86%
MassMutual RetireSMART by JPMorgan 2045 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1497453.734 60.92%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 681035.033 27.71%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 279562.911 11.37%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 73333.141 65.29%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 35382.722 31.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 211004.523 74.25%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 73163.913 25.75%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 1245741.882 61.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 731080.71 36.08%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class A 540658.256 74.32%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 184694.682 25.39%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 762220.634 49.66%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 457298.971 29.79%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 306124.386 19.94%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 2705047.679 86.00%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 430291.341 13.68%
MassMutual RetireSMART by JPMorgan 2050 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1584763.309 51.61%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 999375.336 32.54%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 476721.005 15.52%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 5273861.071 96.94%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 728016.985 67.48%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 350774.432 32.52%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 3095680.22 60.47%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 1810682.095 35.37%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Class A 769655.388 56.62%
Atlanta, GA 30362
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 584427.211 42.99%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 857538.833 50.23%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 476904.141 27.94%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 367448.351 21.53%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 3287403.93 86.16%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 516209.796 13.53%
MassMutual RetireSMART by JPMorgan 2055 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 623418.628 47.27%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 509377.962 38.62%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 185968.221 14.10%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 57902.286 61.25%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 28553.647 30.20%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R5 8080.76 8.55%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 144341.667 53.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 124090.62 46.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 529672.063 51.64%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 437086.194 42.61%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 168061.34 76.27%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 52258.274 23.72%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 401392.819 58.36%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R4 172227.399 25.04%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 111989.329 16.28%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 2105748.65 93.28%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 148120.566 6.56%
MassMutual RetireSMART by JPMorgan 2060 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1132218.448 91.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R5 19180.714 93.83%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R5 1262.244 6.17%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Service Class 134163.584 61.51%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Service Class 83940.961 38.49%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Administrative Class 106523.251 50.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Administrative Class 103875.29 49.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class A 30289.915 61.92%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class A 18624.64 38.08%
Reliance Trust Company
Mutual Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class R4 55176.158 54.88%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R4 37277.663 37.08%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R4 8081.575 8.04%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class R3 99731.722 73.50%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class R3 27335.238 20.15%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class R3 8621.63 6.35%
MassMutual Select T. Rowe Price Retirement Balanced Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 705536.348 42.70%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 689412.735 41.73%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class I 235051.251 14.23%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 8966711.362 93.97%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 557089.206 5.84%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 547511.595 78.92%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 81695.121 11.78%
Reliance Trust Company
FBO MassMutual RP
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M4 51036.918 7.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 189545.874 54.81%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 118150.124 34.16%
Reliance Trust Company
FBO MassMutual RP
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M3 20046.75 5.80%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 18109.125 5.24%
MassMutual Select T. Rowe Price Retirement 2005 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 629951.462 54.25%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 502863.304 43.31%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 275475.363 50.84%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 251835.716 46.47%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 93607.487 50.40%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 68593.518 36.93%
Reliance Trust Company
FBO MassMutual Prem
P.O. Box 78446
Atlanta, GA 30357
Class M4 12272.351 6.61%
The Hartford
One Hartford Plaza
Hartford, CT 06155
Class M4 11259.407 6.06%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 103470.621 94.61%
MassMutual Select T. Rowe Price Retirement 2010 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 3114458.098 66.13%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1574164.381 33.42%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 1383089.155 57.31%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 996691.025 41.30%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 933689.437 76.41%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 258371.32 21.15%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 704004.667 82.21%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 127099.785 14.84%
MassMutual Select T. Rowe Price Retirement 2015 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 2361857.668 51.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 2041554.37 44.14%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 3349063.457 84.64%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 544858.069 13.77%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 492089 85.63%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 71484.063 12.44%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 198940.504 45.79%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 182942.479 42.11%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 28763.855 6.62%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M3 23776.164 5.47%
MassMutual Select T. Rowe Price Retirement 2020 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 9824221.469 52.89%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 8023507.22 43.20%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 13427828.1 74.16%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 3521757.8 19.45%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 5659046.301 82.64%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 651325.861 9.51%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M4 389988.843 5.70%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 2171331.865 67.63%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 683012.928 21.27%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M3 194208.479 6.05%
MassMutual Select T. Rowe Price Retirement 2025 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 12532525.83 56.17%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 8892961.742 39.86%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 9236688.631 80.39%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 1901476.348 16.55%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 3661829.19 71.64%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 892254.843 17.46%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M4 277324.786 5.43%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M4 268008.202 5.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 1560310.463 52.33%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 958477.984 32.15%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M3 257986.134 8.65%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 172998.455 5.80%
MassMutual Select T. Rowe Price Retirement 2030 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 17013993.24 50.02%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 15899611.78 46.75%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 27472805.09 72.30%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 9165692.075 24.12%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 11614466.35 83.00%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 1858152.592 13.28%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 3832783.604 65.99%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 1540699.629 26.53%
MassMutual Select T. Rowe Price Retirement 2035 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 11312046.76 55.12%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 8315870.88 40.52%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 10502555.02 81.02%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 2118465.122 16.34%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 3954301.927 67.21%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 1381670.733 23.48%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M4 357686.002 6.08%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 1671776.823 67.65%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 581821.344 23.54%
MassMutual Select T. Rowe Price Retirement 2040 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 11337605.96 49.75%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 10490179.83 46.03%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 24462226.91 72.54%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 8180388.016 24.26%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 8840638.878 81.25%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 1701091.285 15.63%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 3115872.88 71.70%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 876798.729 20.18%
MassMutual Select T. Rowe Price Retirement 2045 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 7437493.397 55.16%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 5469424.89 40.56%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 8893769.099 84.72%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 1250899.551 11.92%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 3160774.065 67.40%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 792090.478 16.89%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M4 574124.917 12.24%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 1125134.296 64.58%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 454121.558 26.06%
Reliance Trust Company
FBO MassMutual
Omnibus PPL/SMF
1100 Abernathy Road
Atlanta, GA 30328
Class M3 93292.141 5.35%
MassMutual Select T. Rowe Price Retirement 2050 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 6983886.508 48.65%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 6823940.472 47.54%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 17074801.5 77.61%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 4472704.765 20.33%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 6259510.625 84.41%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 1043465.645 14.07%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 2039654.841 68.72%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 578711.926 19.50%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 287358.626 9.68%
MassMutual Select T. Rowe Price Retirement 2055 Fund
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 3089397.763 49.09%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 2948366.537 46.85%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 6932882.003 92.67%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 475909.293 6.36%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 1948071.66 76.91%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 491770.054 19.41%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 761787.931 67.85%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 211250.321 18.82%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 101837.042 9.07%
MassMutual Select T. Rowe Price Retirement 2060 Fund
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class I 1566973.113 50.06%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class I 1394546.888 44.55%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M5 1143364.334 59.97%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M5 736344.146 38.62%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M4 812303.846 75.20%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M4 242835.751 22.48%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Class M3 205771.438 60.45%
Reliance Trust Company
FBO MassMutual RP
P.O. Box 48529
Atlanta, GA 30362
Class M3 105137.143 30.89%
Talcott Resolution Life Insurance Company
1 Griffin Road North
Windsor, CT 06095
Class M3 18220.842 5.35%
MassMutual Equity Asset Fund
MassMutual RetireSMART^SM by JPMorgan 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 6670325.033 14.68%
MassMutual RetireSMART^SM by JPMorgan 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 6440813.054 14.18%
MassMutual 60/40 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 4997069.817 11.00%
MassMutual RetireSMART^SM by JPMorgan 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 4838701.661 10.65%
MassMutual 80/20 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 3845035.378 8.46%
MassMutual RetireSMART^SM by JPMorgan 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 3560180.867 7.84%
MassMutual RetireSMART^SM by JPMorgan 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 3131085.73 6.89%
MassMutual 40/60 Allocation Fund
1 Iron Street
Boston, MA 02210
Class I 2986101.818 6.57%
MassMutual RetireSMART^SM by JPMorgan 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 2522538.855 5.55%
MassMutual Select T. Rowe Price Bond Asset Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 21796965.16 27.79%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 15071856.04 19.21%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 12446363.37 15.87%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 6862290.714 8.75%
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 6690365.073 8.53%
MassMutual Select T. Rowe Price Retirement Balanced Fund
1 Iron Street
Boston, MA 02210
Class I 4393807.078 5.60%
MassMutual Select T. Rowe Price Emerging Markets Bond Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 3049281.882 26.51%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 2810296.162 24.43%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 2101677.358 18.27%
MassMutual Select T. Rowe Price Retirement Balanced Fund
1 Iron Street
Boston, MA 02210
Class I 880458.43 7.65%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 781386.587 6.79%
MassMutual Select T. Rowe Price Retirement 2010 Fund
1 Iron Street
Boston, MA 02210
Class I 634157.077 5.51%
MassMutual Select T. Rowe Price Retirement 2015 Fund
1 Iron Street
Boston, MA 02210
Class I 625181.446 5.43%
MassMutual Select T. Rowe Price Large Cap Blend Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 35569924.65 22.16%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 29193273 18.19%
MassMutual Select T. Rowe Price Retirement 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 25234104.27 15.72%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 17002136.63 10.59%
MassMutual Select T. Rowe Price Retirement 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 16054962.21 10.00%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 10162590.62 6.33%
MassMutual Select T. Rowe Price Retirement 2055 Fund
1 Iron Street
Boston, MA 02210
Class I 9352318.037 5.83%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 9258207.781 5.77%
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 8135741.157 28.04%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 4886165.918 16.84%
MassMutual Select T. Rowe Price Retirement Balanced Fund
1 Iron Street
Boston, MA 02210
Class I 3876728.75 13.36%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 3730240.835 12.85%
MassMutual Select T. Rowe Price Retirement 2010 Fund
1 Iron Street
Boston, MA 02210
Class I 2142758.115 7.38%
MassMutual Select T. Rowe Price Retirement 2015 Fund
1 Iron Street
Boston, MA 02210
Class I 1999453.977 6.89%
MassMutual Select T. Rowe Price Real Assets Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA 02210
Class I 2801247.412 20.19%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA 02210
Class I 2774896.973 20.00%
MassMutual Select T. Rowe Price Retirement 2050 Fund
1 Iron Street
Boston, MA 02210
Class I 1982229.133 14.29%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA 02210
Class I 1473062.989 10.62%
MassMutual Select T. Rowe Price Retirement 2045 Fund
1 Iron Street
Boston, MA 02210
Class I 1270109.738 9.15%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA 02210
Class I 1057933.118 7.62%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA 02210
Class I 975324.811 7.03%
MassMutual Select T. Rowe Price Retirement 2055 Fund
1 Iron Street
Boston, MA  02210 Class I 736410.526 5.31%
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA  02210 Class I 13074203.78 20.41%
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA  02210 Class I 12381555.19 19.33%
MassMutual Select T. Rowe Price Retirement 2050 Fund
1 Iron Street
Boston, MA  02210 Class I 9630807.666 15.03%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA  02210 Class I 6707981.316 10.47%
MassMutual Select T. Rowe Price Retirement 2045 Fund
1 Iron Street
Boston, MA  02210 Class I 6164787.875 9.62%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA  02210 Class I 4590757.434 7.17%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA  02210 Class I 4080835.127 6.37%
MassMutual Select T. Rowe Price Retirement 2055 Fund
1 Iron Street
Boston, MA  02210 Class I 3586937.915 5.60%
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
1 Iron Street
Boston, MA  02210 Class I 5379245.505 32.18%
MassMutual Select T. Rowe Price Retirement 2040 Fund
1 Iron Street
Boston, MA  02210 Class I 2196062.419 13.14%
MassMutual Select T. Rowe Price Retirement 2025 Fund
1 Iron Street
Boston, MA  02210 Class I 2195962.678 13.14%
MassMutual Select T. Rowe Price Retirement 2035 Fund
1 Iron Street
Boston, MA  02210 Class I 2152772.03 12.88%
MassMutual Select T. Rowe Price Retirement 2020 Fund
1 Iron Street
Boston, MA  02210 Class I 2097707.959 12.55%

☒	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material pursuant to Rule 14a-12

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	Sincerely,

	Paul LaPiana
	President
	MassMutual Select Funds
	MassMutual Premier Funds
	MassMutual Advantage Funds

	Andrew M. Goldberg
	Secretary
	MassMutual Select Funds
	MassMutual Premier Funds
	MassMutual Advantage Funds

Proposal	Affected Funds
Proposal 1: To elect Allan W. Blair, Nabil El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series for an indefinite term of office.	All Funds

Proposal 2: To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified”.	MassMutual Blue Chip Growth Fund and MassMutual Disciplined Growth Fund

Name And Age	Position(s) Held with Trusts	Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee/Nominee During Past Five Years¹
Independent Trustees

Allan W. Blair Year of Birth: 1948	Trustee	Since 2003 with MassMutual Select Funds; Since 2012 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds	Retired.	115	Trustee (since 2003), MML Series Investment Fund (open-end investment company); Trustee (since 2012), MML Series Investment Fund II (open-end investment company).

Name And Age	Position(s) Held with Trusts	Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee/Nominee During Past Five Years¹

Susan B. Sweeney Year of Birth: 1952	Chairperson⁴ and Trustee	Since 2009 with MassMutual Select Funds (Chairperson since 2022); Since 2012 with MassMutual Premier Funds (Chairperson since 2022); Since 2021 with MassMutual Advantage Funds (Chairperson since 2022).	Retired.	118⁵	Trustee (since 2012), Barings Corporate Investors (closed-end investment company); Trustee (since 2012), Barings Participation Investors (closed-end investment company); Chairperson (since 2022), Trustee (since 2009), MML Series Investment Fund (open-end investment company); Chairperson (since 2022), Trustee (since 2012), MML Series Investment Fund II (open-end investment company); Trustee (since 2021), MassMutual AccessSM Pine Point Fund (closed-end investment company).

Interested Trustees

Michael R. Fanning⁶ Year of Birth: 1963	Trustee	Since 2021, MassMutual Select Funds, MassMutual Premier Funds and MassMutual Advantage Funds.	Director (since 2016), MML Advisers; Head of MassMutual U.S. (since 2016), Executive Vice President (2016- 2018), Member of MassMutual’s Executive Leadership Team (since 2008), MassMutual.	115	Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company).

Clifford M. Noreen⁶ Year of Birth: 1957	Trustee	Since 2021, MassMutual Select Funds, MassMutual Premier Funds and MassMutual Advantage Funds.	Head of Global Investment Strategy (since 2019), Deputy Chief Investment Officer (2016-2018), MassMutual; President (2008-2016), Vice Chairman (2007-2008), Member of the Board of	117⁵	Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Chairman and Trustee (since 2009), Barings Corporate Investors (closed-end investment company); Chairman

Name of Trustee/Nominee	The Dollar Range of Equity Securities Beneficially Owned in MassMutual Select Funds	The Dollar Range of Equity Securities Beneficially Owned in MassMutual Premier Funds	The Dollar Range of Equity Securities Beneficially Owned in MassMutual Advantage Funds	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies To Be Overseen by Trustee in Family of Investment Companies
Independent Trustees/Nominees
Allan W. Blair	None	None	None	Over $100,000
Nabil N. El-Hage	None	None	None	None
Maria D. Furman,	None	None	None	None
R. Alan Hunter Jr.¹	None	None	None	None
R. Bradford Malt²	None	None	None	None
C. Ann Merrifield	None	None	None	None
Cynthia R. Plouché²	None	None	None	None
Jason J. Price²	None	None	None	None
Susan B. Sweeney	None	None	None	None
Interested Trustees
Michael R. Fanning	None	None	None	None
Clifford M. Noreen	None	None	None	None

	(i)		Audit Fees – fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

	(ii)		Audit-Related Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees”, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

	(iii)		Tax Fees – fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

	(iv)		All Other Fees – fees for products and services provided to a Trust by the Independent Registered Public Accounting Firm other than those reported under “Audit Fees”, “Audit- Related Fees” and “Tax Fees.”

	MassMutual Global Floating Rate Fund		MassMutual Global Credit Income Opportunities Fund
Trustees	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair
Nabil N. El-Hage
Michael R. Fanning
Maria D. Furman
R. Alan Hunter, Jr.
Robert E. Joyal¹
C. Ann Merrifield
Clifford M. Noreen
Susan B. Sweeney
	MassMutual Emerging Markets Debt Blended Total Return Fund		MassMutual Global Emerging Markets Equity Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair
Nabil N. El-Hage
Michael R. Fanning
Maria D. Furman
R. Alan Hunter, Jr.
Robert E. Joyal
C. Ann Merrifield
Clifford M. Noreen
Susan B. Sweeney
	MassMutual Strategic Bond Fund		MassMutual Diversified Value Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$3,454.97		$1,713.82
Nabil N. El-Hage	$2,748.24		$1,761.79
Michael R. Fanning
Maria D. Furman	$3,270.47		$1,561.83
R. Alan Hunter, Jr.	$4,429.34		$2,199.10
Robert E. Joyal
C. Ann Merrifield	$3,231.00		$1,603.86
Clifford M. Noreen
Susan B. Sweeney	$3,430.17		$1,700.46

	MassMutual Fundamental Value Fund		MassMutual Blue Chip Growth Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$2,673.11		$20,171.14
Nabil N. El-Hage	$2,747.35		$20,691.82
Michael R. Fanning
Maria D. Furman	$2,477.66		$18,874.29
R. Alan Hunter, Jr.	$3,429.06		$25,865.63
Robert E. Joyal
C. Ann Merrifield	$2,501.68		$18,866.75
Clifford M. Noreen
Susan B. Sweeney	$2,654.76		$19,957.38
	MassMutual Growth Opportunities Fund		MassMutual Fundamental Growth Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$2,364.78		$303.93
Nabil N. El-Hage	$2,427.21		$311.49
Michael R. Fanning
Maria D. Furman	$2,226.53		$295.80
R. Alan Hunter, Jr.	$3,032.30		$389.63
Robert E. Joyal
C. Ann Merrifield	$2,211.45		$284.11
Clifford M. Noreen
Susan B. Sweeney	$2,346.08		$303.97
	MassMutual Equity Opportunities Fund		MassMutual Mid Cap Value Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$3,464.48		$523.10
Nabil N. El-Hage	$3,554.90		$537.56
Michael R. Fanning
Maria D. Furman	$3,227.17		$482.08
R. Alan Hunter, Jr.	$4,442.67		$671.10
Robert E. Joyal
C. Ann Merrifield	$3,241.46		$489.63
Clifford M. Noreen
Susan B. Sweeney	$3,427.31		$517.61

	MassMutual Small Cap Value Equity Fund		MassMutual Small Company Value Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$399.49		$1,001.31
Nabil N. El-Hage	$411.02		$1,033.39
Michael R. Fanning
Maria D. Furman	$371.67		$873.20
R. Alan Hunter, Jr.	$512.54		$1,285.95
Robert E. Joyal
C. Ann Merrifield	$373.92		$938.15
Clifford M. Noreen
Susan B. Sweeney	$395.39		$993.24
	MassMutual Mid Cap Growth Fund		MassMutual Small Cap Growth Equity Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$42,768.93		$3,181.71
Nabil N. El-Hage	$43,922.65		$3,276.19
Michael R. Fanning
Maria D. Furman	$39,915.70		$2,910.00
R. Alan Hunter, Jr.	$54,852.13		$4,082.95
Robert E. Joyal
C. Ann Merrifield	$40,003.53		$2,976.50
Clifford M. Noreen
Susan B. Sweeney	$42,418.64		$3,150.57
	MassMutual Overseas Fund		MassMutual Total Return Bond Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$3,127.94		$4,181.87
Nabil N. El-Hage	$3,213.17		$4,287.47
Michael R. Fanning
Maria D. Furman	$2,890.99		$3,947.82
R. Alan Hunter, Jr.	$4,012.42		$5,361.12
Robert E. Joyal
C. Ann Merrifield	$2,925.75		$3,911.34
Clifford M. Noreen
Susan B. Sweeney	$3,095.85		$4,155.49

	MassMutual RetireSMART by JPMorgan In Retirement Fund		MassMutual RetireSMART by JPMorgan 2020 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$864.18		$1,580.57
Nabil N. El-Hage	$884.87		$1,619.74
Michael R. Fanning
Maria D. Furman	$828.98		$1,508.60
R. Alan Hunter, Jr.	$1,107.84		$2,026.40
Robert E. Joyal
C. Ann Merrifield	$808.18		$1,478.13
Clifford M. Noreen
Susan B. Sweeney	$857.71		$1,568.66
	MassMutual RetireSMART by JPMorgan 2025 Fund		MassMutual RetireSMART by JPMorgan 2030 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,256.13		$2,188.15
Nabil N. El-Hage	$1,288.79		$2,243.54
Michael R. Fanning
Maria D. Furman	$1,183.76		$2,063.41
R. Alan Hunter, Jr.	$1,611.03		$2,805.82
Robert E. Joyal
C. Ann Merrifield	$1,174.65		$2,046.78
Clifford M. Noreen
Susan B. Sweeney	$1,245.80		$2,168.76
	MassMutual RetireSMART by JPMorgan 2035 Fund		MassMutual RetireSMART by JPMorgan 2040 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$992.25		$1,453.55
Nabil N. El-Hage	$1,018.50		$1,491.99
Michael R. Fanning
Maria D. Furman	$925.95		$1,354.09
R. Alan Hunter, Jr.	$1,272.77		$1,864.43
Robert E. Joyal
C. Ann Merrifield	$928.08		$1,359.72
Clifford M. Noreen
Susan B. Sweeney	$983.19		$1,439.87

	MassMutual RetireSMART by JPMorgan 2045 Fund		MassMutual RetireSMART by JPMorgan 2050 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$683.14		$903.68
Nabil N. El-Hage	$701.71		$927.71
Michael R. Fanning
Maria D. Furman	$632.02		$837.66
R. Alan Hunter, Jr.	$876.49		$1,159.22
Robert E. Joyal
C. Ann Merrifield	$638.95		$845.42
Clifford M. Noreen
Susan B. Sweeney	$676.59		$894.89
	MassMutual RetireSMART by JPMorgan 2055 Fund		MassMutual RetireSMART by JPMorgan 2060 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$308.95		$91.79
Nabil N. El-Hage	$317.47		$94.32
Michael R. Fanning
Maria D. Furman	$284.33		$83.86
R. Alan Hunter, Jr.	$396.41		$117.75
Robert E. Joyal
C. Ann Merrifield	$288.99		$85.85
Clifford M. Noreen
Susan B. Sweeney	$305.90		$90.83
	MassMutual 20/80 Allocation Fund		MassMutual 40/60 Allocation Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$963.76		$1,055.21
Nabil N. El-Hage	$988.13		$1,082.18
Michael R. Fanning
Maria D. Furman	$911.72		$996.17
R. Alan Hunter, Jr.	$1,235.57		$1,352.85
Robert E. Joyal
C. Ann Merrifield	$901.46		$987.05
Clifford M. Noreen
Susan B. Sweeney	$958.61		$1,048.30

	MassMutual 60/40 Allocation Fund		MassMutual 80/20 Allocation Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,002.16		$660.19
Nabil N. El-Hage	$1,028.28		$677.90
Michael R. Fanning
Maria D. Furman	$936.43		$611.36
R. Alan Hunter, Jr.	$1,285.10		$846.76
Robert E. Joyal
C. Ann Merrifield	$937.58		$617.63
Clifford M. Noreen
Susan B. Sweeney	$994.51		$654.99
	MassMutual Select BlackRock Global Allocation Fund		MM MSCI EAFE International Index Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$3,026.59		$965.98
Nabil N. El-Hage	$3,110.38		$990.95
Michael R. Fanning
Maria D. Furman	$2,789.26		$907.40
R. Alan Hunter, Jr.	$3,882.32		$1,238.54
Robert E. Joyal
C. Ann Merrifield	$2,831.13		$903.46
Clifford M. Noreen
Susan B. Sweeney	$3,001.85		$960.25
	MM Russell 2000 Small Cap Index Fund		MM Equity Asset Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,404.53		$1,997.05
Nabil N. El-Hage	$1,446.94		$2,048.19
Michael R. Fanning
Maria D. Furman	$1,281.76		$1,893.98
R. Alan Hunter, Jr.	$1,802.36		$2,559.90
Robert E. Joyal
C. Ann Merrifield	$1,314.74		$1,883.72
Clifford M. Noreen
Susan B. Sweeney	$1,393.57		$1,973.96

	MM S&P 500 Index Fund		MM S&P Mid Cap Index Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$15,312.93		$1,979.39
Nabil N. El-Hage	$15,715.50		$2,036.13
Michael R. Fanning
Maria D. Furman	$14,251.26		$1,810.75
R. Alan Hunter, Jr.	$19,637.24		$2,539.64
Robert E. Joyal
C. Ann Merrifield	$14,326.23		$1,852.65
Clifford M. Noreen
Susan B. Sweeney	$15,216.49		$1,967.11
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund		MassMutual Select T. Rowe Price Bond Asset Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$497.45		$3,468.91
Nabil N. El-Hage	$510.25		$3,559.16
Michael R. Fanning
Maria D. Furman	$472.70		$3,283.57
R. Alan Hunter, Jr.	$637.52		$4,446.45
Robert E. Joyal
C. Ann Merrifield	$469.05		$3,271.96
Clifford M. Noreen
Susan B. Sweeney	$491.81		$3,423.74
	MassMutual Select T. Rowe Price International Equity Fund		MassMutual Select T. Rowe Price Real Assets Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$6,879.98		$562.88
Nabil N. El-Hage	$7,081.99		$580.43
Michael R. Fanning
Maria D. Furman	$6,322.84		$493.66
R. Alan Hunter, Jr.	$8,825.19		$722.50
Robert E. Joyal
C. Ann Merrifield	$6,492.43		$531.83
Clifford M. Noreen
Susan B. Sweeney	$6,802.33		$556.46

	MassMutual Select T. Rowe Price Large Cap Blend Fund		MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$9,027.50		$3,904.95
Nabil N. El-Hage	$9,285.76		$4,018.66
Michael R. Fanning
Maria D. Furman	$8,283.63		$3,611.41
R. Alan Hunter, Jr.	$11,579.98		$5,008.67
Robert E. Joyal
C. Ann Merrifield	$8,518.69		$3,685.86
Clifford M. Noreen
Susan B. Sweeney	$8,910.15		$3,860.11
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund		MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$977.37		$383.88
Nabil N. El-Hage	$1,006.57		$394.15
Michael R. Fanning
Maria D. Furman	$861.74		$363.04
R. Alan Hunter, Jr.	$1,254.27		$492.33
Robert E. Joyal
C. Ann Merrifield	$922.46		$362.08
Clifford M. Noreen
Susan B. Sweeney	$966.90		$377.83
	MassMutual Select T. Rowe Price Retirement 2005 Fund		MassMutual Select T. Rowe Price Retirement 2010 Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$151.52		$668.21
Nabil N. El-Hage	$155.63		$686.46
Michael R. Fanning
Maria D. Furman	$144.25		$634.44
R. Alan Hunter, Jr.	$175.20		$771.43
Robert E. Joyal
C. Ann Merrifield	$141.81		$625.17
Clifford M. Noreen
Susan B. Sweeney	$149.97		$661.14

	MassMutual U.S. Government Money Market Fund		MassMutual Short-Duration Bond Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,432.65		$3,964.49
Nabil N. El-Hage	$1,471.21		$4,017.28
Michael R. Fanning
Maria D. Furman	$1,339.24		$3,865.38
R. Alan Hunter, Jr.	$1,805.37		$4,474.83
Robert E. Joyal
C. Ann Merrifield	$1,342.69		$3,841.31
Clifford M. Noreen
Susan B. Sweeney	$1,433.13		$3,966.19
	MassMutual Inflation-Protected and Income Fund		MassMutual Core Bond Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,758.06		$6,293.49
Nabil N. El-Hage	$1,805.48		$6,462.96
Michael R. Fanning
Maria D. Furman	$1,634.44		$5,973.80
R. Alan Hunter, Jr.	$2,216.49		$7,931.55
Robert E. Joyal
C. Ann Merrifield	$1,647.39		$5,898.12
Clifford M. Noreen
Susan B. Sweeney	$1,757.30		$6,295.56
	MassMutual Diversified Bond Fund		MassMutual High Yield Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,085.21		$4,741.53
Nabil N. El-Hage	$1,114.41		$4,815.47
Michael R. Fanning
Maria D. Furman	$1,012.46		$4,589.11
R. Alan Hunter, Jr.	$1,367.59		$5,456.24
Robert E. Joyal
C. Ann Merrifield	$1,017.05		$4,569.01
Clifford M. Noreen
Susan B. Sweeney	$1,085.85		$4,739.77

	MassMutual Balanced Fund		MassMutual Disciplined Value Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$694.90		$433.64
Nabil N. El-Hage	$713.65		$445.32
Michael R. Fanning
Maria D. Furman	$635.84		$397.66
R. Alan Hunter, Jr.	$876.15		$546.61
Robert E. Joyal
C. Ann Merrifield	$651.15		$406.36
Clifford M. Noreen
Susan B. Sweeney	$694.89		$433.61
	MassMutual Main Street Fund		MassMutual Disciplined Growth Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$564.90		$1,233.77
Nabil N. El-Hage	$580.11		$1,267.04
Michael R. Fanning
Maria D. Furman	$530.00		$1,171.33
R. Alan Hunter, Jr.	$712.04		$1,555.43
Robert E. Joyal
C. Ann Merrifield	$529.37		$1,156.12
Clifford M. Noreen
Susan B. Sweeney	$564.97		$1,233.68
	MassMutual Small Cap Opportunities Fund		MassMutual Global Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$1,368.65		$1,615.97
Nabil N. El-Hage	$1,405.67		$1,659.60
Michael R. Fanning
Maria D. Furman	$1,194.12		$1,489.08
R. Alan Hunter, Jr.	$1,726.36		$2,037.66
Robert E. Joyal
C. Ann Merrifield	$1,282.33		$1,514.18
Clifford M. Noreen
Susan B. Sweeney	$1,367.85		$1,614.61

	MassMutual International Equity Fund
	Aggregate Compensation from the Fund	Deferred Compensation and Interest Accrued as part of Fund Expenses
Allan W. Blair	$877.44
Nabil N. El-Hage	$901.03
Michael R. Fanning
Maria D. Furman	$848.00
R. Alan Hunter, Jr.	$1,105.43
Robert E. Joyal
C. Ann Merrifield	$822.41
Clifford M. Noreen
Susan B. Sweeney	$671.67
	Total Compensation from ~~From Trust Trust~~the MassMutual Fund Complex
	Aggregate Compensation from the Fund		Deferred Compensation and Interest Accrued as part of Fund ~~Complex - --------------------------------------------------------------------------------~~ ~~~~Ronald J. Abdow, Trustee $16,000 $32,000 - -------------------------------------------------------------------------------- Mary~~Expenses~~
Allan W. Blair	$281,404.00
Nabil N. El-Hage	$288,904.00
Michael R. Fanning
Maria D. Furman	$263,904.00
R. Alan Hunter, Jr.	$353,904.00
Robert E. Boland, Trustee $16,000 $32,000 - -------------------------------------------------------------------------------- Charles J. McCarthy, Trustee $17,000 $34,000 - -------------------------------------------------------------------------------- John H. Southworth, Trustee $17,000 $74,074 - -------------------------------------------------------------------------------- Joyal
C. Ann Merrifield	$263,904.00
Clifford M. Noreen
Susan B. Sweeney²	$403,804.00

Fiscal Year end September 30, 2020	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
MassMutual Global Floating Rate Fund	$-	$-	$-	$-
MassMutual Global Credit Income Opportunities Fund	$-	$-	$-	$-
MassMutual Emerging Markets Debt Blended Total Return Fund	$-	$-	$-	$-
MassMutual Global Emerging Markets Equity Fund	$-	$-	$-	$-
MassMutual Strategic Bond Fund	$46,616.00	$-	$5,771.00	$-
MassMutual Diversified Value Fund	$32,429.00	$-	$4,875.00	$-
MassMutual Fundamental Value Fund	$32,204.00	$-	$4,875.00	$-
MassMutual Blue Chip Growth Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Growth Opportunities Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Fundamental Growth Fund	$33,894.00	$-	$4,875.00	$-
MassMutual Equity Opportunities Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Mid Cap Value Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Small Cap Value Equity Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Small Company Value Fund	$32,204.00	$-	$4,875.00	$-
MassMutual Mid Cap Growth Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Small Cap Growth Equity Fund	$32,880.00	$-	$4,875.00	$-
MassMutual Overseas Fund	$34,997.00	$-	$14,868.75	$-
MassMutual Total Return Bond Fund	$49,676.00	$-	$6,151.00	$-
MassMutual RetireSMART by JPMorgan In Retirement Fund	$27,474.00	$-	$16,944.00	$-
MassMutual RetireSMART by JPMorgan 2020 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2025 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2030 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2035 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2040 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2045 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2050 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2055 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual RetireSMART by JPMorgan 2060 Fund	$27,474.00	$-	$4,648.00	$-
MassMutual 20/80 Allocation Fund	$27,474.00	$-	$4,648.00	$-
MassMutual 40/60 Allocation Fund	$27,474.00	$-	$4,648.00	$-
MassMutual 60/40 Allocation Fund	$27,474.00	$-	$4,648.00	$-
MassMutual 80/20 Allocation Fund	$27,474.00	$-	$4,648.00	$-
MassMutual Select BlackRock Global Allocation Fund	$101,633.00	$-	$24,888.50	$-
MM MSCI EAFE International Index Fund	$29,254.00	$-	$5,210.00	$-
MM Russell 2000 Small Cap Index Fund	$28,150.00	$-	$4,875.00	$-
MM Equity Asset Fund	$33,555.00	$-	$7,375.00	$-
MM S&P 500 Index Fund	$33,894.00	$-	$4,875.00	$-
MM S&P Mid Cap Index Fund	$28,150.00	$-	$4,875.00	$-
MassMutual Select T. Rowe Price Emerging Markets Bond Fund	$35,582.00	$-	$6,322.00	$-
MassMutual Select T. Rowe Price Bond Asset Fund	$34,860.00	$-	$6,322.00	$-
MassMutual Select T. Rowe Price International Equity Fund	$34,568.00	$-	$5,975.00	$-
MassMutual Select T. Rowe Price Real Assets Fund	$32,880.00	$-	$5,875.00	$-
MassMutual Select T. Rowe Price Large Cap Blend Fund	$31,865.00	$-	$5,875.00	$-
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund	$31,137.00	$-	$4,875.00	$-
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund	$34,680.00	$-	$5,322.00	$-
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund	$34,860.00	$-	$5,322.00	$-
MassMutual Select T. Rowe Price Retirement 2005 Fund	$21,870.00	$-	$4,648.00	$-

Fiscal Year end September 30, 2021	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
MassMutual Global Floating Rate Fund	$-	$-	$-	$-
MassMutual Global Credit Income Opportunities Fund	$-	$-	$-	$-
MassMutual Emerging Markets Debt Blended Total Return Fund	$-	$-	$-	$-
MassMutual Global Emerging Markets Equity Fund	$-	$-	$-	$-
MassMutual Strategic Bond Fund	$47,663.00	$-	$-	$-
MassMutual Diversified Value Fund	$33,156.00	$-	$-	$-
MassMutual Fundamental Value Fund	$32,927.00	$-	$-	$-
MassMutual Blue Chip Growth Fund	$33,618.00	$-	$1,225.00	$-
MassMutual Growth Opportunities Fund	$33,618.00	$-	$-	$-
MassMutual Fundamental Growth Fund	$34,654.00	$-	$-	$-
MassMutual Equity Opportunities Fund	$33,618.00	$-	$-	$-
MassMutual Mid Cap Value Fund	$33,618.00	$-	$-	$-
MassMutual Small Cap Value Equity Fund	$33,618.00	$-	$-	$-
MassMutual Small Company Value Fund	$32,927.00	$-	$-	$-
MassMutual Mid Cap Growth Fund	$33,618.00	$-	$-	$-
MassMutual Small Cap Growth Equity Fund	$33,618.00	$-	$-	$-
MassMutual Overseas Fund	$35,782.00	$-	$9,910.00	$-
MassMutual Total Return Bond Fund	$47,721.00	$-	$1,225.00	$-
MassMutual RetireSMART by JPMorgan In Retirement Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2020 Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2025 Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2030 Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2035 Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2040 Fund	$28,091.00	$-	$-	$-
MassMutual RetireSMART by JPMorgan 2045 Fund	$28,091.00	$-	$-	$-

Name and Address of Shareholder	Class of Shares	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
MassMutual Total Return Bond Fund
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	26163827.73	40.61%
Reliance Trust Company FBO MassMutual RP P.O. Box 4852913.97 Atlanta, GA 30362	Class I	13936508.45	21.63%
MassMutual 20/80 Allocation Fund 1 Iron Street Boston, MA 02210	Class I	3639882.145	5.65%
MassMutual 40/60 Allocation Fund 1 Iron Street Boston, MA 02210	Class I	3532720.531	5.48%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	2704846.539	77.02%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	805883.841	22.95%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service	5345146.975	87.12%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service	783560.683	12.77%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative	1048013.054	58.54%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative	615748.722	34.39%
Charles Schwab Corporation 120 Kearny Street San Francisco, CA 94108	Administrative	126555.14	7.07%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	848697.103	72.09%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	328532.744	27.91%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	6339179.354	85.33%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R4	767358.071	10.33%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	1662180.945	78.36%

Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R3	296370.241	13.97%
MassMutual Strategic Bond Fund
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	11397070.34	34.68%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class I	6254077.119	19.03%
MassMutual 20/80 Allocation Fund 1 Iron Street Boston, MA 02210	Class I	2451173.014	7.46%
MassMutual 40/60 Allocation Fund 1 Iron Street Boston, MA 02210	Class I	2390059.165	7.27%
MassMutual RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210	Class I	1854526.456	5.64%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	2981803.164	41.82%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	2202816.089	30.90%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R5	1748626.503	24.53%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	3701061.966	83.33%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	723872.176	16.30%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	1914357.902	56.82%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	1348064.641	40.01%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	1569717.065	74.35%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	317527.253	15.04%
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	Class A	143169.098	6.78%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	1687005.755	55.87%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R4	912234.352	30.21%
Reliance Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328	Class R4	214207.07	7.09%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R4	168952.139	5.60%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R3	315345.091	43.33%

Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	263798.811	36.25%
Reliance Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328	Class R3	113755.495	15.63%
MassMutual Select BlackRock Global Allocation Fund
Mac & Co. A/C 793104 PO Box 3198 525 William Penn Place Pittsburgh, PA 14230	Class I	35101016.09	64.87%
MAC & CO A/C 788946 PO Box 3198 525 William Penn Place Pittsburgh, PA 15230	Class I	7419885.489	13.71%
MAC & CO A/C 818629 PO Box 3198 525 William Penn Place Pittsburgh, PA 15230	Class I	6910330.309	12.77%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	149679.035	99.96%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	427201.332	96.97%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	518707.14	98.41%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	133029.271	69.97%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	56418.854	29.67%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	419760.687	89.22%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R4	45128.573	9.59%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	921195.293	92.76%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R3	55155.613	5.55%
MassMutual Diversified Value Fund
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class I	8899824.842	45.88%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	2679453.826	13.81%
MassMutual RetireSMART^SM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210	Class I	1049069.786	5.41%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	4813956.691	93.57%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	286964.732	5.58%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	850371.774	67.33%

Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	392223.314	31.06%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	886762.282	53.68%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	745020.414	45.10%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	1617389.006	74.02%
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	Class A	413628.057	18.93%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R4	391968.643	38.92%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	391028.96	38.82%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R4	205723.64	20.42%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	83615.04	89.87%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R3	9007.234	9.68%
MassMutual Fundamental Value Fund
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	26253680.12	71.51%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	10216769.33	88.79%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	748405.405	6.50%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	1853478.923	56.99%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	1378376.472	42.38%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	4405979.481	94.08%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	244226.549	5.21%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	2231085.168	67.86%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	691482.043	21.03%
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	Class A	306845.604	9.33%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	1028942.17	99.19%

Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	86582.092	50.53%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R3	53819.216	31.41%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R3	30874.174	18.02%
MM S&P 500 Index Fund
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class I	15230896.96	20.78%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	14470754.08	19.74%
MassMutual Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210	Class I	9849225.921	13.44%
MassMutual Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210	Class I	6536858.699	8.92%
MassMutual Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210	Class I	4516082.219	6.16%
MassMutual Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210	Class I	4194819.514	5.72%
MassMutual Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210	Class I	3859753.019	5.27%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	12450438.18	50.79%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	10789526.09	44.01%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	10899626.1	58.99%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	6801064.823	36.81%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	8942066.287	50.41%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	8156726.251	45.98%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	518547.672	50.51%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	441812.939	43.03%
Reliance Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358	Class A	51763.473	5.04%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	12804035.75	51.16%

Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R4	6382462.626	25.50%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R4	2808479.91	11.22%
Reliance Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328	Class R4	1258818.268	5.03%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	7644341.746	50.12%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R3	3745339.844	24.56%
Sammons Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266	Class R3	1203139.381	7.89%
MassMutual Equity Opportunities Fund
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	8968247.791	38.17%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class I	7080361.324	30.13%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	7012355.506	90.22%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R5	523676.765	6.74%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	1774530.297	69.51%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	711282.825	27.86%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	2183626.75	76.42%
Hartford Life Insurance Co. 1 Griffin Road North Windsor, CT 06095	Administrative Class	301151.181	10.54%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	241235.798	8.44%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	1959512.657	64.61%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	584793.575	19.28%
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	Class A	414259.752	13.66%
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095	Class R4	223578.83	40.21%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R4	112584.576	20.25%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R4	87481.416	15.73%

Reliance Trust Company Custodian FBO MassMutual Omnibus PE 1100 Abernathy Roadd, Suite 400 Atlanta, GA 30328	Class R4	85046.181	15.30%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R3	126671.894	51.14%
Sammons Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266	Class R3	88575.73	35.76%
Ascensus Trust Company FBO Intrepid Consulting Individual K Pl 486030 P.O. Box 10758 , Fargo, ND 58106 Fargo, ND 58106	Class R2	13171.266	5.32%
MassMutual Fundamental Growth Fund
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class I	476687.459	18.67%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class I	415070.912	16.26%
Legg Mason Total Advantage 2030 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	357505.801	14.00%
Legg Mason Total Advantage 2035 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	289117.334	11.32%
Legg Mason Total Advantage 2025 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	276538.855	10.83%
Legg Mason Total Advantage 2040 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	193537.097	7.58%
Legg Mason Total Advantage 2020 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	142049.732	5.56%
Legg Mason Total Advantage 2045 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890	Class I	136255.274	5.34%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class R5	1568580.324	67.90%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class R5	741489.4	32.10%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Service Class	944752.784	61.34%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Service Class	540985.38	35.13%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Administrative Class	1414428.762	71.44%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Administrative Class	565433.259	28.56%
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111	Class A	3306087.983	82.37%
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	Class A	426532.41	10.63%
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362	Class A	231355.277	5.76%