Massmutual Premier Funds PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒    Filed by a Party other than the Registrant ☐

Check the appropriate box:

MASSMUTUAL SELECT FUNDS

MASSMUTUAL PREMIER FUNDS

MASSMUTUAL ADVANTAGE FUNDS

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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 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 those mutual funds is referred to as a “Fund” or the “Funds”; each Fund 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:

Also enclosed are your voting instruction card(s) and a postage-paid return envelope. You can also provide instructions by telephone or by Internet. Simply call the toll-free number or visit the web site indicated on your voting instruction card(s), enter the control number found on the card(s), and follow the recorded or on-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.

Important Information to Help You Understand and Provide Voting Instructions on the Proposals

The following Q&A is provided to assist you in understanding the proposals. Each of the 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:

Depending on the Funds in which you have an interest, you may be asked to provide voting instructions on one or more of the following proposals for any Fund:

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 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,

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.

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

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:

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 Statement of the Funds. You are urged to read this statement carefully before voting by telephone or Internet or completing your voting instruction card.

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.

[       ] [ ], 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 accompanying postage-paid return envelope. Your prompt response will help ensure that your interests are represented.

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

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

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 Advantage Funds (each a “Trust” and together, the “Trusts”), of which each of the above-referenced funds (each, a “Fund” and collectively, the “Funds”) is a series, for use at the meeting of the 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 purposes set forth in the accompanying Notice of Meeting of Shareholders (the “Notice”). The 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:

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 February 25, 2022 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. The number of shares of each Fund issued and outstanding on the Record Date is shown in Appendix A. Shareholders of a Fund on the Record Date shall be entitled to one vote for each whole share held, as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote. 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. 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

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.

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):

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.

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.

¹ Mr. 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.

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)

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.

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

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.

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.

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.

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.

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,

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 and 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 portion 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

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:

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.

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 outstanding as of the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Meeting with respect to the Trust or that Fund, as the case may be. Any lesser number shall be sufficient for adjournments.

If a shareholder executes and returns 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 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 Meeting will be counted by persons appointed by the Trust as tellers for the Meeting. The tellers will count the total number of votes cast “for” approval of a 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 persons named as proxies will vote in favor of such adjournment as to a Proposal those proxies which they are entitled to vote in favor of that 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 Proposal 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 any 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 in 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 1940 Act, and do not intend to do so. The next meeting of shareholders will be held at such time as the Trustees of each Trust may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office a reasonable time before the

Trust solicits proxies for that meeting, as determined by the Trustees, to be included in the Trust’s proxy statement and form of proxy 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 COMPLETE, DATE, AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

[__________] [_], 2022

APPENDIX A

NUMBER OF SHARES OUTSTANDING AS OF THE RECORD DATE (February 25, 2022)

[To be filed with definitive proxy statement.]

APPENDIX B

Audit Committee Charter

Amended and Restated as of January 5, 2012,

as further amended as of May 15, 2013,

as further amended as of May 14, 2014

as further amended as of September 14, 2017

as further amended as of June 16, 2021

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,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Trusts.

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.

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;

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:

¹ For purposes of this Charter, an “Independent Trustee” shall mean a Trustee who is not an “interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds.

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 Funds.

The nomination of interested Trustees shall be the responsibility of the entire Board.

Operating Guidelines

The Board of the 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 number of terms that may be served. All members of the Committee shall be Independent Trustees. At the invitation of the Committee, Trustees who are non-Committee members may attend all or part of any 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 the 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 meeting 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.

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):

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.

Governance Function

The Committee will develop, recommend to the Board, and periodically review, as needed, guidelines on corporate governance matters (“Governance Guidelines”). Such guidelines will include policies with respect to:

Appendix A

Item 17. Management of the Fund

Instructions.

(a)  The term “family of investment companies” means any two or more registered investment companies that:

(2)  Hold themselves out to investors as related companies for purposes of investment and investor services.

(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 registered investment companies.

(c)  The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and 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 performs policy-making functions.

2.   When providing information about directors, furnish information for directors who are interested persons of the Fund separately from the information for directors who are not interested persons of the Fund. For example, when furnishing information in a table, you should provide separate tables (or separate sections of a 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 any director who is not an interested person of the Fund, or immediate family member of the director, in any transaction, or series of similar transactions, during the two most recently completed calendar years, in which the amount involved exceeds $120,000 and to which any of the following persons was a party:

(iii)  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;

(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;

(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).

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 has 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 basis of the significance of the information 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 among the factors to be considered in determining the significance of the information to investors.

8.  No information need be given as to any transaction 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.

Appendix B

Procedures for Shareholders to Submit Nominee Candidates

A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.

APPENDIX D

TRUSTEE COMPENSATION

The table below shows (i) compensation paid to the 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 period ending September 30, 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.

Interested Trustees receive 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 a Trustee of 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.

¹ Robert E. Joyal retired from the Board as of December 31, 2020.

² Mrs. 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 Fund Complex because they are managed by Barings LLC, an affiliate of MML Advisers.

APPENDIX E

Fees billed by Deloitte & Touche LLP each of the last fiscal years for services rendered to the Funds are shown below.

APPENDIX F

Interests of Certain Persons

As of January 4, 2022, to the best knowledge of each Fund, the following shareholders beneficially owned more than 5% of the outstanding shares of any class of such Fund.