SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (NO. 33-73824)

UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 113

and

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940

Investment Company Act File No. 811-08274

Amendment No. 116

MASSMUTUAL SELECT FUNDS

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

1295 State Street

Springfield, MA 01111-0001

(413) 744-1000

Name and Address of Agent for Service

Andrew M. Goldberg, Esq.

Vice President, Secretary, and Chief Legal Officer

MassMutual Select Funds

1295 State Street

Springfield, MA 01111-0001

Copy to:

Timothy W. Diggins, Esq.

Ropes & Gray LLP

The Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

It is proposed that this filing become effective on February 1, 2023 pursuant to paragraph (b) of rule 485.

TO THE SECURITIES AND EXCHANGE COMMISSION:

Registrant submits this Post-Effective Amendment No. 113 to its Registration Statement No. 33-73824 under the Securities Act of 1933, as amended, and this Amendment No. 116 to its Registration Statement No. 811-08274 under the Investment Company Act of 1940, as amended. This Post-Effective Amendment relates to each series of the Registrant.

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MASSMUTUAL FUNDS

This Prospectus describes the following Funds:

Fund Name

Class I

Class R5

Service Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

MassMutual Total Return Bond Fund

MSPZX

MSPSX

MSPHX

MSPLX

MSPGX

MPTRX

MSPNX

MMNNX

MassMutual Strategic Bond Fund

MSBZX

MBSSX

MBSYX

MSBLX

MSBRX

MSBAX

MSBNX

MMNMX

MassMutual Diversified Value Fund

MDDIX

MDVSX

MDVYX

MDDLX

MDDRX

MDDAX

MDVNX

MMNBX

MassMutual Fundamental Value Fund

MFUZX

MVUSX

MFUYX

MFULX

MFUFX

MFUAX

MFUNX

MMNEX

MM S&P 500® Index Fund

MMIZX

MIEZX

MMIEX

MIEYX

MIEAX

MMFFX

MMINX

MassMutual Equity Opportunities Fund

MFVZX

MFVSX

MMFYX

MMFVX

MFVFX

MFVAX

MFVNX

MMZOX

MassMutual Fundamental Growth Fund

MOTZX

MOTCX

MOTYX

MOTLX

MFGFX

MOTAX

MOTNX

MMNDX

MassMutual Blue Chip Growth Fund

MBCZX

MBCSX

MBCYX

MBCLX

MBGFX

MBCGX

MBCNX

MMZMX

MassMutual Growth Opportunities Fund

MMAZX

MGRSX

MAGYX

MAGLX

MMGFX

MMAAX

MMANX

MMNFX

MassMutual Mid Cap Value Fund

MLUZX

MLUSX

MLUYX

MLULX

MLUFX

MLUAX

MLUNX

MMNHX

MassMutual Small Cap Value Equity Fund

MMQIX

MMQSX

MMQYX

MMQLX

MMQFX

MMQAX

MMQTX

MMNKX

MassMutual Small Company Value Fund

MSVZX

MSVSX

MMVYX

MMYLX

MMVFX

MMYAX

MSVNX

MMNLX

MassMutual Mid Cap Growth Fund

MEFZX

MGRFX

MEFYX

MMELX

MEFFX

MEFAX

MEFNX

MMNGX

MassMutual Small Cap Growth Equity Fund

MSGZX

MSGSX

MSCYX

MSGLX

MSERX

MMGEX

MSGNX

MMNJX

MassMutual Overseas Fund

MOSZX

MOSSX

MOSYX

MOSLX

MOSFX

MOSAX

MOSNX

MMOJX

MassMutual Select T. Rowe Price International Equity Fund

MMIUX

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

PROSPECTUS

February 1, 2023

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Table Of Contents

	Page
About the Funds
MassMutual Total Return Bond Fund		3
MassMutual Strategic Bond Fund		12
MassMutual Diversified Value Fund		20
MassMutual Fundamental Value Fund		26
MM S&P 500® Index Fund		32
MassMutual Equity Opportunities Fund		36
MassMutual Fundamental Growth Fund		42
MassMutual Blue Chip Growth Fund		48
MassMutual Growth Opportunities Fund		54
MassMutual Mid Cap Value Fund		60
MassMutual Small Cap Value Equity Fund		68
MassMutual Small Company Value Fund		73
MassMutual Mid Cap Growth Fund		79
MassMutual Small Cap Growth Equity Fund		85
MassMutual Overseas Fund		91
MassMutual Select T. Rowe Price International Equity Fund		97
Additional Information Regarding Investment Objectives and Principal Investment Strategies		104
Disclosure of Portfolio Holdings		107
Additional Information Regarding Principal Risks		107
Management of the Funds
Investment Adviser		126
Subadvisers and Portfolio Managers		126
About the Classes of Shares – I, R5, Service, Administrative, R4, A, R3, and Y Shares		140
Sales Charges by Class		142
Sales Charge Waivers by Class		143
Distribution Plan, Shareholder Servicing, and Payments to Intermediaries		144
Buying, Redeeming, and Exchanging Shares		146
Cost Basis Reporting		149
Frequent Trading Policies		150
Determining Net Asset Value		151
Taxation and Distributions		152
Financial Highlights		155
Index Descriptions		172

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MassMutual Total Return Bond Fund (Class Y shares not currently available)

INVESTMENT OBJECTIVE

This Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 142 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

4.25%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.30%	0.30%	0.30%	0.30%	0.30%	0.30%	0.30%	0.30%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.07%	0.17%	0.27%	0.37%	0.27%	0.37%	0.27%	0.17%(1)
Total Annual Fund Operating Expenses	0.37%	0.47%	0.57%	0.67%	0.82%	0.92%	1.07%	0.47%
Fee Waiver	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)
Total Annual Fund Operating Expenses after Fee Waiver(2)	0.34%	0.44%	0.54%	0.64%	0.79%	0.89%	1.04%	0.44%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to waive 0.03% of its management fees through January 31, 2024. This agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

all of your shares at the end of those periods. For Class A shares, the example includes the initial sales charge. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	35		$	116		$	205		$	465
Class R5		$	45		$	148		$	260		$	589
Service Class		$	55		$	180		$	315		$	711
Administrative Class		$	65		$	211		$	370		$	832
Class R4		$	81		$	259		$	452		$	1,011
Class A		$	512		$	703		$	910		$	1,506
Class R3		$	106		$	337		$	587		$	1,303
Class Y		$	45		$	148		$	260		$	589

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 442% of the average value of its portfolio.

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a diversified portfolio of investment grade fixed income securities (rated Baa3 or higher by Moody’s, BBB- or higher by Standard & Poor’s, BBB- or higher by Fitch, or A-2 by S&P, P-2 by Moody’s, or F-2 by Fitch for short-term debt obligations, or, if unrated, determined by the Fund’s subadviser, Metropolitan West Asset Management, LLC (“MetWest”), to be of comparable quality). These typically include bonds, notes, collateralized bond obligations, collateralized debt obligations, mortgage-related and asset-backed securities, municipal securities, private placements, and securities subject to legal restrictions on resale pursuant to Rule 144A. These investments may have interest rates that are fixed, variable, or floating. The Fund invests in securities of varying maturities issued by domestic and foreign corporations and governments (and their agencies and instrumentalities). MetWest focuses the Fund’s portfolio holdings in areas of the bond market (based on quality, sector, coupon, or maturity) that the subadviser believes to be relatively undervalued.

The Fund may invest up to 20% of its net assets in below investment grade debt securities (“junk” or “high yield” bonds), including securities in default and bank loans. In the event that a security is downgraded after its purchase by the Fund, the Fund may continue to hold the security if MetWest considers doing so would be consistent with the Fund’s investment objective.

The Fund may invest up to 25% of its total assets in foreign securities that are denominated in U.S. dollars. The Fund may also invest up to 15% of its total assets in foreign securities that are not denominated in U.S. dollars and up to 10% of its total assets in emerging market foreign securities.

The Fund may but will not necessarily engage in foreign currency forward transactions to take long or short positions in foreign currencies in order to seek to enhance the Fund’s investment return or to seek to hedge or to attempt to protect against adverse changes in currency exchange rates. In pursuing its investment objective, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, including options, futures contracts, and swap contracts for hedging or investment purposes as a substitute for investing directly in securities or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage.

The Fund may purchase and sell securities on a when-issued, delayed delivery, or forward commitment basis. The Fund may normally short sell up to 25% of the value of its total assets for hedging or investment purposes.

The Fund may also invest in money market securities, including commercial paper. The Fund may enter into repurchase agreement transactions. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents. The Fund may enter into dollar roll or reverse repurchase agreement transactions.

MetWest intends for the Fund’s portfolio duration to be between two to eight years. The dollar-weighted average maturity of the Fund’s portfolio is expected to range from two to fifteen years. Duration measures the price sensitivity of a bond to changes in interest rates. Duration is the dollar weighted average time to maturity of a bond utilizing the present value of all future cash flows.

MetWest employs a value-oriented fixed income management philosophy with a goal of consistently outperforming the portfolio benchmark while

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maintaining volatility similar to the benchmark. The investment process is predicated on a long-term economic outlook, which is determined by the investment team on a quarterly basis and is reviewed constantly. Investments are characterized by diversification among the sectors of the fixed income marketplace. The investment management team seeks to achieve the desired outperformance through the measured and disciplined application of five fixed income management strategies which include duration management, yield curve positioning, sector allocation, security selection, and opportunistic execution.

The first three strategies are top-down in orientation and start with a decision of where within the plus-or-minus one year range around the benchmark the duration should be established. Then comes a determination of how the overall average duration is to be effected – with a concentration of intermediate maturity issues or a combination of long- and short-term issues. The relative value decision regarding where to overweight/underweight sectors, including governments, agencies, corporates, mortgages, or asset-backed securities, is dependent on the current market environment. Bottom-up security selection involves the day-to-day fundamental analysis of available bond market opportunities, while execution is characterized by the aggressive and informed negotiation of the prices at which transactions take place.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

The following are the Principal Risks of the Fund. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

of the issuer, borrower, counterparty, or underlying collateral assets, or changes in market, economic, industry, political, regulatory, public health, and other conditions affecting a particular type of security or issuer or fixed income securities generally. Certain events, such as market or economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities. During those periods, the Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when the Fund would otherwise not do so, and potentially at unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Below Investment Grade Debt Securities Risk Below investment grade debt securities, commonly known as “junk” or “high yield” bonds, have speculative characteristics and involve greater volatility of price and yield, greater risk of loss of principal and interest, and generally reflect a greater possibility of an adverse change in financial condition that could affect an issuer’s ability to honor its obligations.

Credit Risk Credit risk is the risk that an issuer, guarantor, or liquidity provider of a fixed income security held by the Fund may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. The Fund may also be exposed to the credit risk of its counterparty to repurchase agreements, reverse repurchase agreements, swap transactions, and other derivatives transactions, and to the counterparty’s ability or willingness to perform in accordance with the terms of the transaction. The value of such transactions to the Fund will depend on the willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

Derivatives Risk Derivatives can be highly volatile and involve risks different from, and potentially

greater than, direct investments, including risks of imperfect correlation between the value of derivatives and underlying assets, counterparty default, potential losses that partially or completely offset gains, and illiquidity. Derivatives can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. If the value of a derivative does not correlate well with the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

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withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

of principal and interest generally depends on the cash flows generated by the underlying assets and the terms of the security. The types of mortgages (for example, residential or commercial mortgages) underlying securities held by the Fund may differ and be affected differently by market factors. Investments that receive only the interest portion or the principal portion of payments on the underlying assets may be highly volatile. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

Short Sales Risk If the Fund sells a security short, it will make money if the security’s price goes down (in an amount greater than any transaction costs) and will lose money if the security’s price goes up. There is no limit on the amount of money the Fund may lose on a short sale. The Fund may not be able to close out a short sale when it might wish to do so, or may only do so at an unfavorable price. Short sales can involve leverage. If the Fund invests the proceeds from short positions in other securities the Fund could lose money both on the short positions and on the securities in which it has invested the short proceeds.

Cash Position Risk If the Fund holds a significant portion of its assets in cash or cash equivalents, its investment returns may be adversely affected and the Fund may not achieve its investment objective.

Defaulted and Distressed Securities Risk Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring, or in bankruptcy or insolvency proceedings) is uncertain. To the extent the Fund is invested in distressed securities, its ability to achieve current income for its shareholders may be diminished.

Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

Frequent Trading/Portfolio Turnover Risk Portfolio turnover generally involves some expense to the Fund and may result in the realization of taxable

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capital gains (including short-term gains). The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.

Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose money or fail to get the benefit of a gain on a hedged position. If expected changes to securities prices, interest rates, currency values, and exchange rates, or the creditworthiness of an issuer are not accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Inflation Risk The value of assets or income from the Fund’s investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

Leveraging Risk Instruments and transactions, including derivatives, dollar roll, and reverse repurchase agreement transactions, that create leverage may cause the value of an investment in the Fund to be more volatile, could result in larger losses than if they were not used, and tend to compound the effects of other risks.

LIBOR Risk Certain instruments in which the Fund may invest rely in some fashion upon the London-Interbank Offered Rate (“LIBOR”). On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. The administrator of LIBOR ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of remaining U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Market participants are focused on the transition mechanisms by which the reference rate in existing contracts or instruments may be amended, whether

through market wide protocols, fallback contractual provisions, bespoke negotiations or amendments, or otherwise. Markets are developing in response to these new rates, and questions around liquidity in these rates and how to appropriately adjust these rates to eliminate any economic value transfer at the time of transition remain a significant concern for the Fund. Neither the effect of the transition process nor its ultimate success can yet be known. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the Fund.

Liquidity Risk Certain securities may be difficult (or impossible) to sell or certain positions may be difficult to close out at a desirable time and price, and the Fund may be required to hold an illiquid investment that is declining in value, or it may be required to sell certain illiquid investments at a price or time that is not advantageous in order to meet redemptions or other cash needs. Some securities may be subject to restrictions on resale. There can be no assurance that there will be a liquid market for instruments held by the Fund at any time. The Fund may not receive the proceeds from the sale of certain investments for an extended period.

Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will achieve the intended results and the Fund may incur significant losses.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and unpredictably, as a result of unfavorable market-induced changes affecting particular industries, sectors, or issuers. Stock and bond markets can decline significantly in response to issuer, market, economic, industry, political, regulatory, geopolitical, public health, and other conditions, as well as investor perceptions of these conditions. The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

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Municipal Securities Risk The risk of investing in municipal securities, including that the issuers of municipal securities may be unable to pay their obligations as they come due. The values of municipal securities may fluctuate as a result of changes in the cash flows generated by the revenue source or changes in the priority of the municipal obligation to receive the cash flows generated by the revenue source. Changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal securities, may cause interest received and distributed to shareholders by the Fund to be taxable, and may result in a significant decline in the values of such municipal securities.

Reinvestment Risk Income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded, or called debt obligations at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s overall return.

Repurchase Agreement Risk These transactions must be fully collateralized, but involve credit risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral.

Restricted Securities Risk The Fund may hold securities that are restricted as to resale under the U.S. federal securities laws, such as securities in certain privately held companies. Such securities may be highly illiquid and their values may experience significant volatility. Restricted securities may be difficult to value.

Sector Risk The Fund may allocate more of its assets to particular industries or to particular economic, market, or industry sectors than to others. This could increase the volatility of the Fund’s portfolio, and the Fund’s performance may be more susceptible to developments affecting issuers in those industries or sectors than if the Fund invested more broadly.

Any restructuring of a sovereign debt obligation held by the Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

U.S. Government Securities Risk Obligations of certain U.S. Government agencies and instrumentalities are not backed by the full faith and credit of the U.S. Government, and there can be no assurance that the U.S. Government would provide financial support to such agencies and instrumentalities.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

When-Issued, Delayed Delivery, TBA, and Forward Commitment Transaction Risk These transactions may create leverage and involve a risk of loss if the value of the securities declines prior to settlement.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class I shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on October 27, 2014. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund for periods prior to its inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class A shares to reflect Class A expenses. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

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Annual Performance

Class I Shares

[MISSING IMAGE: a9c2j7aghrgi9mbm4dsu6f1ff8eo.jpg]

Highest
Quarter:

2Q ’20,

4.00%

Lowest
Quarter:

1Q ’22,

–6.19%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class I	Return Before Taxes		-14.24	%		0.24	%		1.08	%
	Return After Taxes on Distributions		-15.15	%		-1.08	%		-0.29	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.42	%		-0.32	%		0.27	%
Class R5	Return Before Taxes		-14.34	%		0.15	%		0.97	%
Service Class	Return Before Taxes		-14.36	%		0.06	%		0.87	%
Administrative Class	Return Before Taxes		-14.46	%		-0.05	%		0.78	%
Class R4	Return Before Taxes		-14.65	%		-0.21	%		0.62	%
Class A	Return Before Taxes		-18.37	%		-1.16	%		0.10	%
Class R3	Return Before Taxes		-14.84	%		-0.46	%		0.37	%
Class Y	Return Before Taxes		-14.34	%		0.15	%		0.97	%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)			-13.01	%		0.02	%		1.06	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Metropolitan West Asset Management, LLC (“MetWest”)

Portfolio Manager(s):

Stephen M. Kane, CFA is a Group Managing Director, and a Generalist Portfolio Manager and Co-Chief Investment Officer for the U.S. Fixed Income Group at MetWest. He has managed the Fund since October 2014.

Laird R. Landmann is the President and a Generalist Portfolio Manager at MetWest. He has managed the Fund since October 2014.

Bryan T. Whalen, CFA is a Group Managing Director, and a Generalist Portfolio Manager and Co-Chief Investment Officer for the U.S. Fixed Income Group at MetWest. He has managed the Fund since October 2014.

PURCHASE AND SALE OF FUND SHARES

Shares of the Fund are generally available through distribution channels, such as broker-dealers or financial institutions, and to retirement plans, other institutional investors, and individual retirement accounts. Fund shares are redeemable on any business day by written request, telephone, or internet (available to certain customers).

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. You should contact your intermediary

to obtain more information about the compensation it may receive in connection with your investment.

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MassMutual Strategic Bond Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

4.25%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.39%	0.39%	0.39%	0.39%	0.39%	0.39%	0.39%	0.39%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.12%	0.22%	0.32%	0.42%	0.32%	0.42%	0.32%	0.22%(1)
Total Annual Fund Operating Expenses	0.51%	0.61%	0.71%	0.81%	0.96%	1.06%	1.21%	0.61%
Fee Waiver	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Fee Waiver(2)	0.46%	0.56%	0.66%	0.76%	0.91%	1.01%	1.16%	0.56%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to waive 0.05% of its management fees through January 31, 2024. This agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	47		$	159		$	280		$	636
Class R5		$	57		$	190		$	335		$	757
Service Class		$	67		$	222		$	390		$	878
Administrative Class		$	78		$	254		$	445		$	997
Class R4		$	93		$	301		$	526		$	1,173
Class A		$	524		$	743		$	980		$	1,660
Class R3		$	118		$	379		$	660		$	1,462
Class Y		$	57		$	190		$	335		$	757

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in U.S. dollar-denominated fixed income securities and other debt instruments of domestic and foreign entities, including corporate bonds, securities issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities, mortgage-backed securities, and money market instruments. The Fund may invest up to 20% of its total assets in non-U.S. dollar-denominated securities of these entities. The Fund may invest in emerging markets. The Fund may but will not necessarily engage in foreign currency transactions, including forward contracts, options on currency, futures contracts, and swap contracts, to attempt to seek to hedge or to protect against adverse changes in currency exchange rates. In pursuing its investment objective, the Fund may (but is not obligated to) use a wide variety of additional exchange-traded and over-the-counter derivatives, including futures contracts (for hedging purposes or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio); interest rate swaps (for hedging purposes or to adjust various

portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio); credit default swaps (for hedging purposes, to earn additional income, or as a substitute for direct investments); and hybrid instruments (as a substitute for direct investments). The Fund may also purchase and sell exchange-traded and over-the-counter options for hedging purposes, to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio, or as a substitute for direct investments. Use of derivatives by the Fund may create investment leverage. The Fund may purchase and sell securities on a when-issued, delayed delivery, or forward commitment basis. The Fund may also invest in money market securities, including commercial paper. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents. The Fund is managed by three subadvisers, Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”), and Brandywine Global Investment Management, LLC (“Brandywine Global”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets.

The Fund invests primarily in investment grade securities (rated Baa or higher by Moody’s or BBB or higher by Standard & Poor’s, or, if unrated, determined by the subadviser to be of comparable quality), but may invest up to 25% of the portfolio in below investment grade debt securities (“junk” or “high yield” bonds), including securities in default. In the event that a security is downgraded after its purchase by the Fund, the Fund may continue to hold the security if Western Asset or Brandywine Global consider that doing so would be consistent with the Fund’s investment objective. Certain fixed income securities in which the Fund may invest pay interest at variable or floating rates. Variable rate securities tend to reset at specified intervals, while floating rate securities may reset upon a change in a specified index rate. In most cases, these reset provisions reduce the impact of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that may produce a leveraging effect; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change. The Fund may also acquire, and subsequently hold, warrants

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and other equity interests. The Fund’s effective duration is normally expected to be between three and nine years. If the Fund’s effective duration falls outside of this range, the Fund will take action to bring it within its expected range within a reasonable period of time. Duration measures the price sensitivity of a bond to changes in interest rates. Duration is the dollar weighted average time to maturity of a bond utilizing the present value of all future cash flows. Effective duration measures the price sensitivity of a bond with embedded options to changes in interest rates. It provides a more accurate measure of price volatility when, due to the embedded options, the cash flow characteristics of the bond change as interest rates shift.

Western Asset invests in the fixed income markets seeking to exceed returns of the Fund’s benchmark while approximating benchmark risk. Western Asset focuses on sector allocation, issue selection, duration weighting, and term structure when buying and selling securities for the Fund. Western Asset emphasizes diversification, the use of multiple strategies and identification of long-term trends. The three key factors that determine Western Asset’s allocation decisions for the Fund are: Western Asset’s broad economic outlook, its review of historical yield spreads for debt instruments versus Treasuries, and its evaluation of changes in credit quality and the corresponding impact on prices. Western Asset will determine the portion of the Fund’s assets it is responsible for to be allocated to non-U.S. dollar denominated securities from time to time. Western Asset Limited, an affiliate of Western Asset, has subadvisory responsibility for Western Asset’s non-U.S. dollar denominated investments. Western Asset Limited will select such investments based on its consideration of factors such as relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, and trade and current account balances.

Brandywine Global follows a value-driven, active, strategic approach to buying and selling securities for the Fund that considers duration, yield curve exposure, credit exposure, and sector weightings that are based upon the broad investment themes of its global macroeconomic research platform as they apply to U.S. markets. As part of its investment process, Brandywine Global develops an outlook for macroeconomic variables such as inflation, growth, and unemployment in the U.S., as well as in other countries that may impact U.S. fixed income sectors. Brandywine Global then

develops a viewpoint on the business cycle and positions the strategy’s duration, sector weighting and credit exposures accordingly.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

Fixed Income Securities Risk The values of fixed income securities typically will decline during periods of rising interest rates, and can also decline in response to changes in the financial condition of the issuer, borrower, counterparty, or underlying collateral assets, or changes in market, economic, industry, political, regulatory, public health, and other conditions affecting a particular type of security or issuer or fixed income securities generally. Certain events, such as market or economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities. During those periods, the Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when the Fund would otherwise not do so, and potentially at unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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Derivatives Risk Derivatives can be highly volatile and involve risks different from, and potentially greater than, direct investments, including risks of imperfect correlation between the value of derivatives and underlying assets, counterparty default, potential losses that partially or completely offset gains, and illiquidity. Derivatives can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. If the value of a derivative does not correlate well with the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

Foreign Investment Risk; Emerging Markets Risk; Currency Risk Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, industry, political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody

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and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Mortgage- and Asset-Backed Securities Risk Investments in mortgage- and asset-backed securities subject the Fund to credit risk, interest rate risk, extension risk, and prepayment risk, among other risks. Mortgage-backed and asset-backed securities not issued by a government agency generally involve greater credit risk than securities issued by government agencies. Payment of principal and interest generally depends on the cash flows generated by the underlying assets and the terms of the security. The types of mortgages (for example, residential or commercial mortgages) underlying securities held by the Fund may differ and be affected differently by market factors. Investments that receive only the interest portion or the principal portion of payments on the underlying assets may be highly volatile. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

Cash Position Risk If the Fund holds a significant portion of its assets in cash or cash equivalents,

its investment returns may be adversely affected and the Fund may not achieve its investment objective.

Frequent Trading/Portfolio Turnover Risk Portfolio turnover generally involves some expense to the Fund and may result in the realization of taxable capital gains (including short-term gains). The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.

Leveraging Risk Instruments and transactions, including derivatives transactions, that create leverage may cause the value of an investment in the Fund to be more volatile, could result in larger losses than if they were not used, and tend to compound the effects of other risks.

LIBOR Risk Certain instruments in which the Fund may invest rely in some fashion upon the

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London-Interbank Offered Rate (“LIBOR”). On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. The administrator of LIBOR ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of remaining U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Market participants are focused on the transition mechanisms by which the reference rate in existing contracts or instruments may be amended, whether through market wide protocols, fallback contractual provisions, bespoke negotiations or amendments, or otherwise. Markets are developing in response to these new rates, and questions around liquidity in these rates and how to appropriately adjust these rates to eliminate any economic value transfer at the time of transition remain a significant concern for the Fund. Neither the effect of the transition process nor its ultimate success can yet be known. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the Fund.

Management Risk The Fund relies on the manager’s investment analysis and its selection of

investments to achieve its investment objective. There can be no assurance that the Fund will achieve the intended results and the Fund may incur significant losses.

Sovereign Debt Obligations Risk Investments in debt securities issued by governments or by government agencies and instrumentalities involve the risk that the governmental entities responsible for repayment may be unable or unwilling to pay interest and repay principal when due. Many sovereign debt obligations may be rated below investment grade (“junk” or “high yield” bonds). Any restructuring of a sovereign debt obligation held by the Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: mvntlt7tbtjah58dfccb4b2g29v3.jpg]

Highest
Quarter:

2Q ’20,

7.24%

Lowest
Quarter:

1Q ’22,

–6.43%

are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-15.48	%		-0.06	%		1.58	%
	Return After Taxes on Distributions		-16.00	%		-1.49	%		0.20	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.15	%		-0.48	%		0.68	%
Class I	Return Before Taxes		-15.51	%		0.02	%		1.65	%
Service Class	Return Before Taxes		-15.66	%		-0.17	%		1.47	%
Administrative Class	Return Before Taxes		-15.69	%		-0.26	%		1.37	%
Class R4	Return Before Taxes		-15.84	%		-0.39	%		1.22	%
Class A	Return Before Taxes		-19.51	%		-1.39	%		0.67	%
Class R3	Return Before Taxes		-16.15	%		-0.68	%		0.94	%
Class Y	Return Before Taxes		-15.48	%		-0.06	%		1.58	%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)			-13.01	%		0.02	%		1.06	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Western Asset Management Company, LLC (“Western Asset”)

Western Asset Management Company Limited (“Western Asset Limited”)

Brandywine Global Investment Management, LLC (“Brandywine Global”)

Portfolio Manager(s):

John L. Bellows, CFA, PhD is a Portfolio Manager at Western Asset and Western Asset Limited. He has managed the Fund since February 2020.

S. Kenneth Leech is the Chief Investment Officer and a Portfolio Manager at Western Asset and Western Asset Limited. He has managed the Fund since March 2014.

Mark S. Lindbloom is a Portfolio Manager at Western Asset and Western Asset Limited.

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He has managed the Fund since December 2005.

Frederick R. Marki, CFA is a Portfolio Manager at Western Asset and Western Asset Limited. He has managed the Fund since February 2020.

Julien A. Scholnick, CFA is a Portfolio Manager at Western Asset and Western Asset Limited. He has managed the Fund since February 2020.

Tracy Chen, CFA, CAIA is a Portfolio Manager at Brandywine Global. She has managed the Fund since August 2021.

Brian Kloss, JD, CPA is a Portfolio Manager at Brandywine Global. He has managed the Fund since August 2021.

Jack McIntyre, CFA is a Portfolio Manager at Brandywine Global. He has managed the Fund since August 2021.

Anujeet Sareen, CFA is a Portfolio Manager at Brandywine Global. He has managed the Fund since August 2021.

PURCHASE AND SALE OF FUND SHARES

business day by written request, telephone, or internet (available to certain customers).

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary, the intermediary may receive a one-time or continuing payments from the Fund, MML Advisers or its affiliates, or others for the sale of Fund shares or continuing shareholder services provided by the intermediary. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. You should contact your intermediary to obtain more information about the compensation it may receive in connection with your investment.

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MassMutual Diversified Value Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.50%	0.50%	0.50%	0.50%	0.50%	0.50%	0.50%	0.50%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.08%	0.18%	0.28%	0.38%	0.28%	0.38%	0.28%	0.18%(1)
Total Annual Fund Operating Expenses	0.58%	0.68%	0.78%	0.88%	1.03%	1.13%	1.28%	0.68%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	59		$	186		$	324		$	726
Class R5		$	69		$	218		$	379		$	847
Service Class		$	80		$	249		$	433		$	966
Administrative Class		$	90		$	281		$	488		$	1,084
Class R4		$	105		$	328		$	569		$	1,259
Class A		$	659		$	889		$	1,138		$	1,849
Class R3		$	130		$	406		$	702		$	1,545
Class Y		$	69		$	218		$	379		$	847

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in stocks of companies that the subadvisers believe are undervalued in the marketplace. While the Fund does not limit its investments to issuers in a particular capitalization range, the subadvisers currently focus on securities of larger size companies. The Fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in stocks, securities convertible into stocks, and other securities, such as warrants and stock rights, whose value is based on stock prices. The Fund typically invests most of its assets in securities of U.S. companies, but may invest up to 25% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may use futures contracts for hedging or investment purposes as a substitute for investing directly in securities. Use of derivatives by the Fund may create investment leverage. The Fund is managed by two subadvisers, T. Rowe Price Associates, Inc. (“T. Rowe Price”) and Brandywine Global Investment Management, LLC (“Brandywine Global”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. The Fund may at

times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

Brandywine Global invests in securities that meet its value criteria, primarily, price-to-earnings, price-to-book, price momentum, and share change and quality, based on both quantitative and fundamental analysis. Brandywine Global expects to hold approximately 175 – 250 stocks under normal market conditions.

Brandywine Global invests in securities of companies that meet its value criteria based on both quantitative and fundamental analysis. Brandywine Global’s investment process begins with a valuation screen that identifies large cap stocks with favorable financial ratios. A quantitative deselection process is then applied to eliminate equities that have poor price momentum or high share issuance. Finally Brandywine Global performs a thorough fundamental analysis which seeks to identify and eliminate (de-select) companies with deteriorating fundamentals, anticipated earnings declines, or material write-offs. Brandywine Global may also consider additional factors in its selection process.

Brandywine Global typically sells a security of a company when Brandywine Global believes it is no longer a large capitalization value company, if the company’s fundamentals deteriorate, when an investment opportunity arises that Brandywine Global believes is more compelling, or in order to realize gains or limit potential losses. However, Brandywine Global may retain securities of companies that no longer meet its initial purchase criteria.

T. Rowe Price typically employs a “value” approach in selecting investments, using internal research to identify companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation and dividend growth. T. Rowe Price generally looks for companies with one or more of the following: an established operating history; above-average dividend yield and low price/earnings ratio relative to the Russell 1000® Value Index; a sound balance sheet and other positive financial characteristics; and low stock price relative to T. Rowe Price’s view of the company’s underlying value as measured by assets, cash flow, or business franchises. T. Rowe Price generally seeks investments in large-capitalization companies and the yield of the portion of the Fund managed by T. Rowe Price is expected to

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normally exceed the yield of the Russell 1000 Value Index. T. Rowe Price may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

In pursuing the Fund’s investment objective, each of Brandywine Global and T. Rowe Price has the discretion to purchase some securities that do not meet its normal investment criteria described above, when it believes there is an opportunity for substantial appreciation (such as, for example, Brandywine Global or T. Rowe Price believes a security could increase in value as a result of a change in management, an extraordinary corporate event, a new product introduction or innovation, or a favorable competitive development).

Principal Risks

Equity Securities Risk Although stocks may have the potential to outperform other asset classes over the long term, their prices tend to fluctuate more dramatically over the shorter term. These movements may result from factors affecting individual companies, or from broader influences like changes in interest rates, market conditions, or investor confidence, or announcements of economic, political, or financial information.

may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

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securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Large Company Risk Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund’s investments in large-capitalization stocks to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

Value Company Risk The value investment approach entails the risk that the market will not recognize a security’s intrinsic value for a long time, or that a stock the investment adviser or subadviser judges to be undervalued may actually be appropriately priced.

Convertible Securities Risk Convertible securities are subject to the risks of both debt instruments and equity securities. The price of a convertible security may change in response to changes in price of the underlying equity security, the credit quality of the issuer, and interest rates. In general, the values of convertible securities tend to decline as interest rates rise and to rise when interest rates fall. A convertible security generally has less potential for gain or loss than the underlying equity security.

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Quantitative Models Risk The portfolio managers use quantitative models as part of the idea generation process. Quantitative models are based upon many factors that measure individual securities relative to each other. Such models may not produce the intended results and can be adversely affected by errors or imperfections in the factors or the data on which measurements are based, changing sources of market return or market risk, or any technical issues with the design, construction, implementation, or maintenance of the models.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: a6r64h9kotu045i6r07jujilehop.jpg]

Highest
Quarter:

4Q ’20,

16.46%

Lowest
Quarter:

1Q ’20,

–27.50%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-2.19	%		7.68	%		10.99	%
	Return After Taxes on Distributions		-4.88	%		5.10	%		8.60	%
	Return After Taxes on Distributions and Sales of Fund Shares		0.70	%		5.66	%		8.62	%
Class I	Return Before Taxes		-2.10	%		7.78	%		11.07	%
Service Class	Return Before Taxes		-2.23	%		7.57	%		10.87	%
Administrative Class	Return Before Taxes		-2.45	%		7.45	%		10.76	%
Class R4	Return Before Taxes		-2.60	%		7.30	%		10.60	%
Class A	Return Before Taxes		-7.99	%		5.98	%		9.86	%
Class R3	Return Before Taxes		-2.81	%		7.01	%		10.29	%

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		One Year			Five Years			Ten Years
Class Y	Return Before Taxes		-2.19	%		7.68	%		10.99	%
Russell 1000 Value Index (reflects no deduction for fees, expenses, or taxes)			-7.54	%		6.67	%		10.29	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Brandywine Global Investment Management, LLC (“Brandywine Global”)

Portfolio Manager(s):

John D. Linehan, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since September 2017.

Joseph J. Kirby is a Portfolio Manager at Brandywine Global. He has managed the Fund since January 2010.

Henry F. Otto is a Managing Director and Portfolio Manager at Brandywine Global. He has managed the Fund since January 2010.

Steven M. Tonkovich is a Managing Director and Portfolio Manager at Brandywine Global. He has managed the Fund since January 2010.

PURCHASE AND SALE OF FUND SHARES

Shares of the Fund are generally available through distribution channels, such as broker-dealers or financial institutions, and to retirement plans, other

institutional investors, and individual retirement accounts. Fund shares are redeemable on any business day by written request, telephone, or internet (available to certain customers).

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Fundamental Value Fund

INVESTMENT OBJECTIVE

The Fund seeks long-term total return.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.60%	0.60%	0.60%	0.60%	0.60%	0.60%	0.60%	0.60%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.06%	0.16%	0.26%	0.36%	0.26%	0.36%	0.26%	0.16%(1)
Total Annual Fund Operating Expenses	0.66%	0.76%	0.86%	0.96%	1.11%	1.21%	1.36%	0.76%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	67		$	211		$	368		$	822
Class R5		$	78		$	243		$	422		$	942
Service Class		$	88		$	274		$	477		$	1,061
Administrative Class		$	98		$	306		$	531		$	1,178
Class R4		$	113		$	353		$	612		$	1,352
Class A		$	667		$	913		$	1,178		$	1,935
Class R3		$	138		$	431		$	745		$	1,635
Class Y		$	78		$	243		$	422		$	942

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities of issuers that the Fund’s subadvisers believe are undervalued. The Fund is managed by two subadvisers, Boston Partners Global Investors, Inc. (“Boston Partners”) and Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stocks, rights, and warrants. Although the Fund may invest in companies of any size, the Fund will tend to focus on companies with large market capitalizations (which the Fund’s subadvisers believe are generally above $1 billion). The Fund may invest up to 20% of its total assets in the securities of foreign issuers and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may invest up to 15% of its net assets in illiquid securities, including securities that are illiquid by virtue of the absence of a readily available market or legal or contractual

restrictions on resale. The Fund may participate as a purchaser in initial public offerings of securities (“IPOs”). An IPO is a company’s first offering of stock to the public. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

In selecting securities for the Fund, Boston Partners examines various factors to determine the value characteristics of such issuers, including price-to-book ratios and price-to-earnings ratios. These value characteristics are examined in the context of the issuer’s operating and financial fundamentals, such as return on equity, earnings growth, and cash flow. Boston Partners selects securities for the Fund based on a continuous study of trends in industries and companies, earnings power, growth, and other investment criteria. Boston Partners will sell a security when it no longer meets one or more investment criteria, either through obtaining target value or due to an adverse change in the fundamentals or business momentum. Each holding has a target valuation established at purchase, which Boston Partners continuously monitors and adjusts as appropriate.

Barrow Hanley employs a value-based investment approach and may perform a number of analyses in considering whether to buy or sell a security for the Fund. In selecting investments for the Fund, Barrow Hanley typically seeks to exploit market inefficiencies by using proprietary research to identify primarily large capitalization companies that it considers to be undervalued and to have the potential to generate superior returns while subjecting the Fund to below average levels of risk. Barrow Hanley typically invests in approximately 75–100 securities. Barrow Hanley may consider selling a stock for the Fund if, in its judgment, the security has reached its valuation target, the company’s fundamentals begin to deteriorate, or other opportunities appear more attractive.

Principal Risks

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are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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companies, especially during market declines. Small and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and unpredictably, as a result of unfavorable market-induced changes affecting particular industries,

sectors, or issuers. Stock and bond markets can decline significantly in response to issuer, market, economic, industry, political, regulatory, geopolitical, public health, and other conditions, as well as investor perceptions of these conditions. The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

Preferred Stock Risk Like other equity securities, preferred stock is subject to the risk that its value may decrease based on actual or perceived changes in the business or financial condition of the issuer. In addition, changes in interest rates may adversely affect the value of a preferred stock that pays a fixed dividend. Preferred stocks are also subject to additional risks, such as potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

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performance of Class R5 shares, adjusted for Class R4 shares to reflect Class R4 expenses. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: mklp77famb8q2jslgb53njncgreg.jpg]

Highest
Quarter:

4Q ’20,

19.59%

Lowest
Quarter:

1Q ’20,

–29.95%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-2.78	%		6.92	%		9.99	%
	Return After Taxes on Distributions		-6.12	%		3.77	%		6.90	%
	Return After Taxes on Distributions and Sales of Fund Shares		0.79	%		5.03	%		7.55	%
Class I	Return Before Taxes		-2.58	%		7.04	%		10.12	%
Service Class	Return Before Taxes		-2.77	%		6.83	%		9.90	%
Administrative Class	Return Before Taxes		-2.93	%		6.72	%		9.78	%
Class R4	Return Before Taxes		-3.07	%		6.56	%		9.62	%

		One Year			Five Years			Ten Years
Class A	Return Before Taxes		-8.47	%		5.26	%		8.90	%
Class R3	Return Before Taxes		-3.25	%		6.30	%		9.33	%
Class Y	Return Before Taxes		-2.78	%		6.92	%		9.99	%
Russell 1000® Value Index (reflects no deduction for fees, expenses, or taxes)			-7.54	%		6.67	%		10.29	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Boston Partners Global Investors, Inc. (“Boston Partners”)

Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”)

Portfolio Manager(s):

David T. Cohen, CFA is a portfolio manager for the Boston Partners Large Cap Value strategy. He has managed the Fund since February 2019.

Mark E. Donovan, CFA is the lead portfolio manager for Boston Partners’ Large Cap Value portfolios. He has managed the Fund since February 2019.

David J. Pyle, CFA is a portfolio manager for Boston Partners’ Large Cap Value portfolios. He has managed the Fund since February 2019.

Joshua White, CFA is a portfolio manager for Boston Partners’ Large Cap Value portfolios. He has managed the Fund since February 2021.

Mark Giambrone is a Senior Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since February 2019.

Brad Kinkelaar is a Senior Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since February 2019.

Pranay Laharia, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since December 2022.

Michael B. Nayfa, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since February 2019.

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Terry L. Pelzel, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since February 2019.

Brian F. Quinn, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since October 2017.

Lewis Ropp is a Senior Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since October 2017.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MM S&P 500® Index Fund

INVESTMENT OBJECTIVE

The Fund seeks to approximate as closely as practicable (before fees and expenses) the capitalization-weighted total rate of return of that portion of the U.S. market for publicly-traded common stocks composed of larger-capitalized companies.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.02%	0.12%	0.27%	0.37%	0.27%	0.37%	0.27%
Total Annual Fund Operating Expenses	0.12%	0.22%	0.37%	0.47%	0.62%	0.72%	0.87%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. For Class A shares, the example includes the initial sales charge. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your

actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	12		$	39		$	68		$	154
Class R5		$	23		$	71		$	124		$	280
Service Class		$	38		$	119		$	208		$	468
Administrative Class		$	48		$	151		$	263		$	591
Class R4		$	63		$	199		$	346		$	774
Class A		$	619		$	768		$	929		$	1,395
Class R3		$	89		$	278		$	482		$	1,073

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Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% (and, typically, substantially all) of its net assets (plus the amount of any borrowings for investment purposes) in the equity securities of companies included within the S&P 500® Index* (“Index”). The Fund invests in the equity securities of companies included in the Index in weightings that approximate the relative composition of the securities contained in the Index, and in S&P 500 Index futures contracts. The Index is a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. As of December 31, 2022, the market capitalization range of companies included in the Index was $3.56 billion to $2,066.94 billion. If the securities represented in the Index were to become concentrated in any particular industry, the Fund’s investments would likewise be concentrated in securities of issuers in that industry; the Index is not currently concentrated in any single industry.

The Fund is passively managed, which means it tries to replicate the investment composition and performance of the Index by using computer programs and statistical procedures. The Fund’s subadviser, Northern Trust Investments, Inc. (“NTI”), will buy and sell securities in response to changes in the Index. The Fund may use Index

The “S&P 500 Index” is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by MassMutual. S&P®, S&P 500®, US 500, The 500, iBoxx®, iTraxx® and CDX® are trademarks of S&P Global, Inc. or its affiliates (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by MassMutual. The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.

futures contracts, a type of derivative, to gain exposure to the Index in lieu of investing in cash, or to reduce its exposure to the Index while it sells the securities in its portfolio. Use of Index futures contracts by the Fund may create investment leverage. Because the Fund, unlike the Index, is subject to fees and transaction expenses, the Fund’s returns are likely to be less than those of the Index. NTI expects that, under normal circumstances, the annual performance of the Fund, before fees and expenses, will track the performance of the Index within a 0.95 correlation coefficient.

Principal Risks

Indexing Risk The Fund’s performance may not track the performance of the index due to a number of factors, including fees and expenses of the Fund, the Fund’s cash positions, and differences between securities held by the Fund and the securities comprising the index which may result from legal restrictions, costs, or liquidity constraints, especially during times when a sampling methodology is used.

Industry Concentration Risk The Fund may concentrate its assets in a particular industry or group of industries. This could increase the volatility of the Fund’s portfolio, and the Fund’s performance may be more susceptible to developments affecting issuers in that industry or group of industries than if the Fund invested more broadly.

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Passive Management Risk With an indexing strategy, there is no attempt to seek returns in

excess of a benchmark index, to use defensive strategies, or to reduce the effects of any long-term poor investment performance. Therefore, the Fund would not necessarily buy or sell a security unless that security is added to, or removed from, the index, even if that security generally is underperforming.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Service Class Shares

[MISSING IMAGE: cqrr3bq5otlvb2gp7tj6bj7rj235.jpg]

Highest
Quarter:

2Q ’20,

20.35%

Lowest
Quarter:

1Q ’20,

–19.53%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-18.42	%		9.04	%		12.15	%
	Return After Taxes on Distributions		-23.01	%		5.33	%		9.30	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.39	%		6.97	%		9.73	%
Class I	Return Before Taxes		-18.21	%		9.31	%		12.45	%
Class R5	Return Before Taxes		-18.31	%		9.20	%		12.33	%
Administrative Class	Return Before Taxes		-18.49	%		8.94	%		12.05	%
Class R4	Return Before Taxes		-18.60	%		8.78	%		11.88	%
Class A	Return Before Taxes		-23.16	%		7.45	%		11.14	%
Class R3	Return Before Taxes		-18.81	%		8.50	%		11.60	%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		12.56	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Northern Trust Investments, Inc. (“NTI”)

Portfolio Manager(s):

Brent Reeder is a Senior Vice President at NTI. He has managed the Fund since April 2007.

PURCHASE AND SALE OF FUND SHARES

Shares of the Fund are generally available to retirement plans, other institutional investors, and individual retirement accounts. Fund shares are redeemable on any business day by written request, telephone, or internet (available to certain customers).

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Equity Opportunities Fund

INVESTMENT OBJECTIVE

This Fund seeks growth of capital over the long-term.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.69%	0.69%	0.69%	0.69%	0.69%	0.69%	0.69%	0.69%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.05%	0.15%	0.25%	0.35%	0.25%	0.35%	0.25%	0.15%(1)
Total Annual Fund Operating Expenses	0.74%	0.84%	0.94%	1.04%	1.19%	1.29%	1.44%	0.84%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	76		$	237		$	411		$	918
Class R5		$	86		$	268		$	466		$	1,037
Service Class		$	96		$	300		$	520		$	1,155
Administrative Class		$	106		$	331		$	574		$	1,271
Class R4		$	121		$	378		$	654		$	1,443
Class A		$	674		$	936		$	1,219		$	2,021
Class R3		$	147		$	456		$	787		$	1,724
Class Y		$	86		$	268		$	466		$	1,037

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities of U.S. companies that the Fund’s subadvisers believe are financially sound, valued conservatively by the market, and have improving prospects. The Fund is managed by two subadvisers, T. Rowe Price Associates, Inc. (“T. Rowe Price”) and Wellington Management Company LLP (“Wellington Management”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stocks, rights, and warrants, of issuers of any size. The Fund typically invests most of its assets in equity securities of U.S. companies, but may invest in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund generally will not invest more than 30% of its total assets in foreign securities. The Fund may use futures contracts for hedging or investment purposes as a substitute for investing directly in securities. Use of derivatives by the Fund

may create investment leverage. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

Wellington Management seeks long-term total returns in excess of the broad market by investing in a select number of high quality, reasonably-valued companies that have demonstrated the willingness to return value to shareholders. The investment process stresses security selection based on bottom-up fundamental research to identify attractively valued stocks that have the potential for significant longer-term rewards. Wellington Management’s investment philosophy is based on the premise that investing in high quality companies with superior prospects for dividend growth, and the fundamental strength to support that growth in the future, can provide superior long-term returns. Wellington Management typically sells a security when it achieves its price target or when it no longer exhibits superior upside return versus downside risk.

In pursuing the Fund’s investment objective, each of T. Rowe Price and Wellington Management has the discretion to purchase some securities that do not meet its normal investment criteria described above, when it believes there is an opportunity for substantial appreciation (such as, for example, T. Rowe Price or Wellington Management believes a security could increase in value as a result of a change in management, an

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extraordinary corporate event, a new product introduction or innovation, or a favorable competitive development).

Principal Risks

economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the

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export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for securities of small and medium-sized companies, which may trade less frequently and in smaller volumes than more widely-held securities, and may fluctuate in price more than other securities. Their shares can be less liquid than those of larger companies, especially during market declines. Small and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

Cash Position Risk If the Fund holds a significant portion of its assets in cash or cash equivalents,

its investment returns may be adversely affected and the Fund may not achieve its investment objective.

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The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class R5 shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on March 28, 2017. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class R4 shares of the Fund for periods prior to its inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 shares to reflect Class R4 expenses. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date

performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: ff2nvujjdoln981h5t709tnt3n1l.jpg]

Highest
Quarter:

4Q ’22,

13.26%

Lowest
Quarter:

1Q ’20,

–19.57%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-4.57	%		10.37	%		12.78	%
	Return After Taxes on Distributions		-7.76	%		7.68	%		9.20	%
	Return After Taxes on Distributions and Sales of Fund Shares		-0.35	%		7.93	%		9.51	%
Class I	Return Before Taxes		-4.48	%		10.49	%		12.89	%
Service Class	Return Before Taxes		-4.67	%		10.27	%		12.66	%
Administrative Class	Return Before Taxes		-4.77	%		10.16	%		12.55	%
Class R4	Return Before Taxes		-4.84	%		10.00	%		12.39	%
Class A	Return Before Taxes		-10.22	%		8.65	%		11.63	%
Class R3	Return Before Taxes		-5.16	%		9.72	%		12.07	%
Class Y	Return Before Taxes		-4.57	%		10.37	%		12.78	%

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								One Year								Five Years								Ten Years
Russell 1000 Index (reflects no deduction for fees, expenses, or taxes)										-19.13	%							9.13	%							12.37	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Wellington Management Company LLP (“Wellington Management”)

Portfolio Manager(s):

John D. Linehan, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since March 2017.

Donald J. Kilbride is a Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since March 2017.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Fundamental Growth Fund

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.65%	0.65%	0.65%	0.65%	0.65%	0.65%	0.65%	0.65%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.58%	0.68%	0.78%	0.88%	0.78%	0.88%	0.78%	0.68%(1)
Total Annual Fund Operating Expenses	1.23%	1.33%	1.43%	1.53%	1.68%	1.78%	1.93%	1.33%
Fee Waiver	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Fee Waiver(2)	1.18%	1.28%	1.38%	1.48%	1.63%	1.73%	1.88%	1.28%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	120		$	385		$	671		$	1,484
Class R5		$	130		$	416		$	724		$	1,597
Service Class		$	140		$	448		$	777		$	1,709
Administrative Class		$	151		$	478		$	829		$	1,819
Class R4		$	166		$	525		$	908		$	1,983
Class A		$	716		$	1,075		$	1,457		$	2,525
Class R3		$	191		$	601		$	1,037		$	2,250
Class Y		$	130		$	416		$	724		$	1,597

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in domestic equity securities that the Fund’s subadvisers believe offer the potential for long-term growth. The Fund is managed by two subadvisers, Wellington Management Company LLP (“Wellington Management”) and Westfield Capital Management Company, L.P. (“Westfield”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. While the Fund may invest in issuers of any size, the Fund currently focuses on securities of mid-capitalization companies. While most assets will be invested in equity securities of U.S. companies, the Fund may also invest up to 20% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

Wellington Management seeks to outperform the Russell Midcap® Growth Index over full market cycles by investing in secular growth companies

with high returns on invested capital that are attractively priced relative to their long-term earnings power. Key stock selection criteria include long-term earnings power, forecasted return on invested capital, valuation, and quantitative risk factors. Portfolio weights are selected using a risk-based approach. The portfolio management process seeks to minimize sector risk as sector allocation is a fallout of the bottom-up security selection process.

Wellington Management will generally sell a security if one or more of the following occurs: the stock price rises to a point where the risk/reward outlook for the company is no longer considered attractive; company fundamentals deteriorate or the investment thesis changes; more attractive investment candidates are identified; or market capitalization exceeds guidelines.

Westfield invests primarily in stocks of domestic growth companies that it believes have a demonstrated record of achievement with excellent prospects for earnings growth over a 1 to 3 year period. In choosing securities, Westfield looks for companies that it believes are reasonably priced with high forecasted earnings potential.

Westfield generally will sell a security if one or more of the following occurs: Westfield’s predetermined price target objective is exceeded; there is an alteration to the original investment case; valuation relative to the stock’s peer group is no longer attractive; or better risk/reward opportunities may be found in other stocks.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

Equity Securities Risk Although stocks may have the potential to outperform other asset classes over the long term, their prices tend to fluctuate

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more dramatically over the shorter term. These movements may result from factors affecting individual companies, or from broader influences like changes in interest rates, market conditions, or investor confidence, or announcements of economic, political, or financial information.

Growth Company Risk The prices of growth securities are often highly sensitive to market fluctuations because of their heavy dependence on future earnings or cash flow expectations, and can be more volatile than the market in general.

Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for securities of small and medium-sized companies, which may trade less frequently and in smaller

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volumes than more widely-held securities, and may fluctuate in price more than other securities. Their shares can be less liquid than those of larger companies, especially during market declines. Small and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

unpredictably, as a result of unfavorable market-induced changes affecting particular industries, sectors, or issuers. Stock and bond markets can decline significantly in response to issuer, market, economic, industry, political, regulatory, geopolitical, public health, and other conditions, as well as investor perceptions of these conditions. The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

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2020 to focus more on mid-capitalization companies whereas it had previously focused on large-capitalization companies. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: bkaj1rvuoo8h4d8jsthasufptnqd.jpg]

Highest
Quarter:

2Q ’20,

29.78%

Lowest
Quarter:

2Q ’22,

–23.25%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-29.46	%		6.85	%		11.15	%
	Return After Taxes on Distributions		-29.46	%		-0.09	%		6.27	%
	Return After Taxes on Distributions and Sales of Fund Shares		-17.44	%		4.54	%		8.36	%
Class I	Return Before Taxes		-29.18	%		7.01	%		11.27	%

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-29.54	%		6.79	%		11.06	%
Administrative Class	Return Before Taxes		-29.49	%		6.70	%		10.96	%
Class R4	Return Before Taxes		-29.82	%		6.47	%		10.76	%
Class A	Return Before Taxes		-33.41	%		5.24	%		10.06	%
Class R3	Return Before Taxes		-29.90	%		6.22	%		10.47	%
Class Y	Return Before Taxes		-29.46	%		6.85	%		11.15	%
Russell Midcap Growth Index (reflects no deduction for fees, expenses, or taxes)			-26.72	%		7.64	%		11.41	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Wellington Management Company LLP (“Wellington Management”)

Westfield Capital Management Company, L.P. (“Westfield”)

Portfolio Manager(s):

Timothy N. Manning is a Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since March 2020.

Richard D. Lee, CFA is Managing Partner and Deputy Chief Investment Officer at Westfiled. He has managed the Fund since March 2020.

Ethan J. Meyers, CFA is Managing Partner and Director of Research at Westfiled. He has managed the Fund since March 2020.

William A. Muggia is President, Chief Executive Officer, Chief Investment Officer, and Managing Partner at Westfiled. He has managed the Fund since March 2020.

PURCHASE AND SALE OF FUND SHARES

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Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Blue Chip Growth Fund

INVESTMENT OBJECTIVE

This Fund seeks growth of capital over the long term.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.61%	0.61%	0.61%	0.61%	0.61%	0.61%	0.61%	0.61%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.03%	0.13%	0.23%	0.33%	0.23%	0.33%	0.23%	0.13%(1)
Total Annual Fund Operating Expenses	0.64%	0.74%	0.84%	0.94%	1.09%	1.19%	1.34%	0.74%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	65		$	205		$	357		$	798
Class R5		$	76		$	237		$	411		$	918
Service Class		$	86		$	268		$	466		$	1,037
Administrative Class		$	96		$	300		$	520		$	1,155
Class R4		$	111		$	347		$	601		$	1,329
Class A		$	665		$	907		$	1,168		$	1,914
Class R3		$	136		$	425		$	734		$	1,613
Class Y		$	76		$	237		$	411		$	918

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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 is managed by two subadvisers, each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. 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 their view, are well-established in their industries and have the potential for above-average earnings growth. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. While most assets will be invested in equity securities of U.S. companies, the Fund may also invest up to 20% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents. The Fund is non-diversified, which

means that it may hold larger positions in a smaller number of issuers than a diversified fund.

In selecting securities, T. Rowe Price generally seeks to identify companies with a leading market position, seasoned management, and strong financial fundamentals. T. Rowe Price believes that solid company fundamentals (with an emphasis on strong growth in earnings per share or operating cash flow) combined with a positive industry outlook may potentially reward investors with strong investment performance. It is anticipated that some of the companies targeted will have good prospects for dividend growth and T. Rowe Price may at times invest significantly in stocks of information technology companies. T. Rowe Price may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

In pursuing the Fund’s investment objective, T. Rowe Price has the discretion to purchase some securities that do not meet its normal investment criteria described above, when it believes there is an opportunity for substantial appreciation (such as, for example, T. Rowe Price believes a security could increase in value as a result of a change in management, an extraordinary corporate event, a new product introduction or innovation, or a favorable competitive development).

In selecting securities, Loomis Sayles emphasizes companies with sustainable competitive advantages versus others, long-term structural growth drivers that will lead to above-average future cash flow growth, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. Loomis Sayles aims to invest in companies when they trade at a significant discount to Loomis Sayles’ estimate of intrinsic value (i.e., companies with share prices trading significantly below what Loomis Sayles believes the share price should be). Loomis Sayles will consider selling a portfolio investment when (i) it believes an unfavorable structural change occurs within a given business or the markets in which it operates, (ii) a critical underlying investment assumption is flawed, (iii) a more attractive reward-to-risk opportunity becomes available, (iv) the current price fully reflects intrinsic value, or (v) for other investment reasons which it deems appropriate.

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Principal Risks

currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Growth Company Risk The prices of growth securities are often highly sensitive to market

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fluctuations because of their heavy dependence on future earnings or cash flow expectations, and can be more volatile than the market in general.

Non-Diversification Risk Because the Fund may invest a relatively large percentage of its assets in a single issuer or small number of issuers than a diversified fund, the Fund’s performance could be closely tied to the value of one issuer or a small number of issuers and could be more volatile than the performance of a diversified fund.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

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Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: dqrbft2fqk5m27rn2k9ok09dtrdq.jpg]

Highest
Quarter:

2Q ’20,

25.97%

Lowest
Quarter:

2Q ’22,

–24.21%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-34.07	%		6.32	%		12.37	%
	Return After Taxes on Distributions		-36.39	%		3.80	%		9.99	%
	Return After Taxes on Distributions and Sales of Fund Shares		-18.32	%		5.31	%		10.12	%
Class I	Return Before Taxes		-33.95	%		6.44	%		12.47	%
Service Class	Return Before Taxes		-34.10	%		6.23	%		12.27	%
Administrative Class	Return Before Taxes		-34.17	%		6.12	%		12.14	%
Class R4	Return Before Taxes		-34.28	%		5.96	%		11.98	%
Class A	Return Before Taxes		-37.97	%		4.66	%		11.24	%
Class R3	Return Before Taxes		-34.46	%		5.69	%		11.68	%
Class Y	Return Before Taxes		-34.07	%		6.32	%		12.37	%
Russell 1000® Growth Index (reflects no deduction for fees, expenses, or taxes)			-29.14	%		10.96	%		14.10	%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		12.56	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Loomis, Sayles & Company, L.P. (“Loomis Sayles”)

Portfolio Manager(s):

Paul D. Greene II is a Portfolio Manager at T. Rowe Price. He has managed the Fund since October 2021.

Aziz V. Hamzaogullari, CFA is the Chief Investment Officer and Founder of the Growth Equity Strategies Team, an Executive Vice President, and a member of the Board of Directors at Loomis Sayles. He has managed the Fund since January 2015.

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PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Growth Opportunities Fund

INVESTMENT OBJECTIVE

This Fund seeks long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.71%	0.71%	0.71%	0.71%	0.71%	0.71%	0.71%	0.71%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.07%	0.17%	0.27%	0.37%	0.27%	0.37%	0.27%	0.17%(1)
Total Annual Fund Operating Expenses	0.78%	0.88%	0.98%	1.08%	1.23%	1.33%	1.48%	0.88%
Fee Waiver	(0.02%)	(0.02%)	(0.02%)	(0.02%)	(0.02%)	(0.02%)	(0.02%)	(0.02%)
Total Annual Fund Operating Expenses after Fee Waiver(2)	0.76%	0.86%	0.96%	1.06%	1.21%	1.31%	1.46%	0.86%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to waive 0.02% of its management fees through January 31, 2024. This agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	78		$	247		$	431		$	964
Class R5		$	88		$	279		$	486		$	1,082
Service Class		$	98		$	310		$	540		$	1,200
Administrative Class		$	108		$	341		$	594		$	1,315
Class R4		$	123		$	388		$	674		$	1,487
Class A		$	676		$	946		$	1,237		$	2,062
Class R3		$	149		$	466		$	806		$	1,767
Class Y		$	88		$	279		$	486		$	1,082

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

This Fund seeks to achieve its objective by investing primarily in equity securities of U.S. companies that the Fund’s subadvisers believe offer the potential for long-term growth. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. The Fund typically invests most of its assets in mid- and large-capitalization equity securities of U.S. companies, but may invest up to 20% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents. The Fund is non-diversified, which means that it may hold larger positions in a smaller number of issuers than a diversified fund.

The Fund is managed by two subadvisers, Sands Capital Management, LLC (“Sands Capital”) and Jackson Square Partners, LLC (“Jackson Square”), each being responsible for a portion of the

portfolio, although they may manage different amounts of the Fund’s assets. Sands Capital seeks long-term capital appreciation by investing in stocks believed to have potential for dramatic wealth creation using bottom-up, fundamental research and focusing on six key investment criteria: sustainable, above average earnings growth, a leadership position in a promising business space, significant competitive advantages/unique business franchise, a clear mission and value-added focus, financial strength, and rational valuation relative to the market and business prospects. Sands Capital does not typically invest in companies with market capitalizations less than $1 billion. Jackson Square seeks to select securities that it believes are undervalued in relation to their intrinsic value, as indicated by multiple factors, including the return on capital above its cost of capital. Jackson Square will normally invest in common stocks of companies with market capitalizations of at least $3 billion at the time of purchase. Each subadviser may sell securities for a variety of reasons, such as, if, in its judgment, the prospects for future growth diminish, a more attractive opportunity is identified, if fundamentals unexpectedly change, or if valuations are stretched past fair value.

Principal Risks

Foreign Investment Risk; Emerging Markets Risk; Currency Risk Investments in securities of foreign issuers, securities of companies with significant

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foreign exposure, and foreign currencies can involve additional risks relating to market, industry, political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater

volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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shares can be less liquid than those of larger companies, especially during market declines. Small and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

well as investor perceptions of these conditions. The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

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Annual Performance

Class R5 Shares

[MISSING IMAGE: uge54ko9klorlkmfpeqhifnisrmh.jpg]

Highest
Quarter:

2Q ’20,

34.26%

Lowest
Quarter:

2Q ’22,

–28.81%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-44.19	%		4.47	%		9.31	%
	Return After Taxes on Distributions		-45.66	%		-0.92	%		5.28	%
	Return After Taxes on Distributions and Sales of Fund Shares		-25.01	%		4.24	%		7.74	%
Class I	Return Before Taxes		-44.09	%		4.58	%		9.43	%
Service Class	Return Before Taxes		-44.23	%		4.35	%		9.18	%
Administrative Class	Return Before Taxes		-44.33	%		4.23	%		9.07	%
Class R4	Return Before Taxes		-44.35	%		4.11	%		8.95	%
Class A	Return Before Taxes		-47.62	%		2.77	%		8.16	%
Class R3	Return Before Taxes		-44.58	%		3.83	%		8.61	%
Class Y	Return Before Taxes		-44.19	%		4.47	%		9.31	%
Russell 1000® Growth Index (reflects no deduction for fees, expenses, or taxes)			-29.14	%		10.96	%		14.10	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Sands Capital Management, LLC (“Sands Capital”)

Jackson Square Partners, LLC (“Jackson Square”)

Portfolio Manager(s):

Wesley A. Johnston, CFA is a Senior Portfolio Manager and Research Analyst at Sands Capital. He has managed the Fund since January 2016.

Frank M. Sands, CFA is the Chief Investment Officer and Chief Executive Officer at Sands Capital. He has managed the Fund since January 2004.

Thomas H. Trentman, CFA is a Senior Portfolio Manager and Research Analyst at Sands Capital. He has managed the Fund since November 2017.

Christopher M. Ericksen, CFA is a Portfolio Manager and Analyst at Jackson Square. He has managed the Fund since June 2006. Mr. Ericksen is expected to step down as a portfolio manager of the Fund on June 30, 2023.

William Montana is a Portfolio Manager and Analyst at Jackson Square. He has managed the Fund since January 2019.

Brian Tolles is a Portfolio Manager and Analyst at Jackson Square. Mr. Tolles is expected to become a portfolio manager of the Fund on July 1, 2023.

Jeffrey S. Van Harte, CFA is the Co-Chairman and Co-Chief Investment Officer at Jackson Square. He has managed the Fund since June 2006. Mr. Van Harte is expected to step down as a portfolio manager of the Fund on June 30, 2023.

PURCHASE AND SALE OF FUND SHARES

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Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Mid Cap Value Fund

INVESTMENT OBJECTIVE

This Fund seeks growth of capital over the long-term.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.23%	0.33%	0.43%	0.53%	0.43%	0.53%	0.43%	0.33%(1)
Total Annual Fund Operating Expenses	0.93%	1.03%	1.13%	1.23%	1.38%	1.48%	1.63%	1.03%
Expense Reimbursement	(0.32%)	(0.32%)	(0.32%)	(0.32%)	(0.32%)	(0.32%)	(0.32%)	(0.32%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.61%	0.71%	0.81%	0.91%	1.06%	1.16%	1.31%	0.71%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.61%, 0.71%, 0.81%, 0.91%, 1.06%, 1.16%, 1.31%, and 0.71% for Classes I, R5, Service, Administrative, R4, A, R3, and Y respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	62		$	264		$	483		$	1,114
Class R5		$	73		$	296		$	538		$	1,230
Service Class		$	83		$	327		$	591		$	1,346
Administrative Class		$	93		$	359		$	645		$	1,460
Class R4		$	108		$	405		$	725		$	1,630
Class A		$	662		$	963		$	1,285		$	2,195
Class R3		$	133		$	483		$	856		$	1,906
Class Y		$	73		$	296		$	538		$	1,230

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities of mid-capitalization companies that the Fund’s subadvisers believe are undervalued. The Fund is managed by three subadvisers, American Century Investment Management, Inc. (“American Century”), PanAgora Asset Management, Inc. (“PanAgora”), and Thompson, Siegel & Walmsley LLC (“TSW”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, stock futures contracts, stock index futures contracts, rights, and warrants. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the stocks of mid-cap companies. The Fund’s subadvisers currently define “mid-cap” companies as those whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 1000® Index, excluding the largest 100 companies (as of December 31, 2022, between $306.43 million and $76.08 billion). The Fund’s dollar-weighted average market capitalization is

expected to fall within the market capitalization range of companies included in the Russell Midcap® Index (as of December 31, 2022, between $306.43 million and $52.82 billion). The Fund typically invests most of its assets in equity securities of U.S. companies, but may gain exposure to non-U.S. issuers, including emerging markets issuers, through the purchase of foreign securities and American Depositary Receipts (“ADRs”). The Fund may also invest a portion of its assets in real estate investment trusts (“REITs”). The Fund may use futures contracts as a substitute for direct investments in equity securities. The Fund may but will not necessarily engage in foreign currency forward contracts to seek to hedge or to attempt to protect against adverse changes in currency exchange rates. Use of derivatives by the Fund may create investment leverage. The Fund may invest a portion of its assets in debt securities of companies and debt obligations of governments and their agencies, and other similar securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

American Century seeks to identify stocks of companies that it believes are undervalued at the time of purchase. American Century uses a value investment strategy that looks for companies that are temporarily out of favor in the market. American Century attempts to purchase the stocks of these undervalued companies and hold each stock until it has returned to favor in the market and the stock’s price has increased to, or is higher than, a level the managers believe more accurately reflects the fair value of the company. Companies may be undervalued due to market declines, poor economic conditions, actual or anticipated bad news regarding the issuer or its industry, or because they have been overlooked by the market. To identify these companies, American Century looks for companies with earnings, cash flows, and/or assets that may not be accurately reflected in the companies’ values, as determined by the managers. The managers also may consider whether the companies’ securities have a favorable income-paying history and whether income payments are expected to continue or increase. American Century uses a variety of analytical research tools and techniques to help it make decisions about buying or holding securities of companies that meet its investment criteria and selling the securities of companies that do not.

In addition to fundamental financial metrics, American Century may also consider environmental, social, and/or governance (“ESG”)

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data. However, American Century may not consider ESG data with respect to every investment decision and, even when such data is considered, it may conclude that other attributes of an investment outweigh ESG considerations when making decisions for the Fund.

American Century may sell a stock from the Fund if, for example, in its judgment, a stock no longer meets its valuation criteria, a stock’s risk parameters outweigh its return opportunity, more attractive alternatives are identified, or specific events alter a stock’s prospects.

PanAgora predicates its investment decisions for the Fund on the belief that stock prices are largely driven by the fundamental strengths or weaknesses of an underlying company’s business and, therefore, certain measures are indicative of a company’s likely success or failure. In selecting securities for the Fund, PanAgora uses quantitative analyses to identify companies that it believes are experiencing a mismatch between their share price and the prospects of the companies’ likely success or failure. This quantitative analysis combines in-depth fundamental insights with robust quantitative techniques, unique information, enhanced speed and process of the alpha forecast model, as well as diversification of alpha sources in an effort to protect downside risk. PanAgora’s sell discipline is integrated with its buy discipline to generate a portfolio that it believes has the most favorable risk/return characteristics. PanAgora generally will sell a security that may be poorly ranked by the alpha forecast model or that contributes to the Fund’s overall risk profile.

TSW seeks to invest in companies it believes present a value or potential worth that is not recognized by prevailing market prices or that have experienced some fundamental changes and are intrinsically undervalued by the investment community. In selecting investments for the Fund, TSW employs a relative value process utilizing a combination of quantitative and qualitative methods based on a four factor valuation screen designed to outperform the Russell Midcap Value Index. A portfolio composed of approximately 55-85 stocks is selected as a result of this process. TSW generally limits its investment universe to companies with a minimum of three years of operating history. From the screen approximately 20% of stocks are identified as candidates for further research. These are the stocks that rank the highest on the basis of the four factors. TSW identifies a subset of stocks for bottom-up fundamental analysis on a routine basis and

explores numerous factors that might affect the outlook of the company. TSW generally considers selling a security when the catalyst for the investment is no longer valid, when TSW believes that another stock will have a higher expected return, or for portfolio risk management.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

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investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. If the value of a derivative does not correlate well with the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Convertible Securities Risk Convertible securities are subject to the risks of both debt instruments

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and equity securities. The price of a convertible security may change in response to changes in price of the underlying equity security, the credit quality of the issuer, and interest rates. In general, the values of convertible securities tend to decline as interest rates rise and to rise when interest rates fall. A convertible security generally has less potential for gain or loss than the underlying equity security.

unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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as management performance, financial leverage, industry problems, and reduced demand for goods or services.

REIT Risk Investments in REITs may be subject to risks similar to those associated with direct investment in real estate, as well as additional risks associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: t6fr2vfi1hsa1g3mhlnn5gh8s36d.jpg]

Highest
Quarter:

4Q ’20,

16.79%

Lowest
Quarter:

1Q ’20,

–28.00%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-5.68	%		5.94	%		9.45	%
	Return After Taxes on Distributions		-7.80	%		2.88	%		6.73	%
	Return After Taxes on Distributions and Sales of Fund Shares		-2.26	%		3.84	%		6.89	%
Class I	Return Before Taxes		-5.58	%		6.06	%		9.57	%
Service Class	Return Before Taxes		-5.86	%		5.81	%		9.34	%
Administrative Class	Return Before Taxes		-5.84	%		5.75	%		9.24	%
Class R4	Return Before Taxes		-6.05	%		5.58	%		9.07	%
Class A	Return Before Taxes		-11.26	%		4.28	%		8.34	%
Class R3	Return Before Taxes		-6.25	%		5.32	%		8.78	%
Class Y	Return Before Taxes		-5.68	%		5.94	%		9.45	%
Russell Midcap Value Index (reflects no deduction for fees, expenses, or taxes)			-12.03	%		5.72	%		10.11	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): American Century Investment Management, Inc. (“American Century”)

PanAgora Asset Management, Inc. (“PanAgora”)

Thompson, Siegel & Walmsley LLC (“TSW”)

Portfolio Manager(s):

Michael Liss, CFA is a Vice President and Senior Portfolio Manager at American Century. He has managed the Fund since September 2015.

Nathan Rawlins, CFA is a Portfolio Manager and Senior Investment Analyst at American Century. He has managed the Fund since February 2022.

Kevin Toney, CFA is the Chief Investment Officer - Global Value Equity, a Senior Vice

President, and a Senior Portfolio Manager at American Century. He has managed the Fund since September 2015.

Brian Woglom, CFA is a Vice President and Senior Portfolio Manager at American Century. He has managed the Fund since September 2015.

George D. Mussalli, CFA is the Head of Equity Research and Chief Investment Officer of Equity Investments at PanAgora. He has managed the Fund since March 2021.

Richard Tan, CFA is a Managing Director and Head of Stock Selector Equity Investments at PanAgora. He has managed the Fund since March 2021.

R. Michael Creager, CFA is a Co-Portfolio Manager at TSW. He has managed the Fund since March 2021.

Brett P. Hawkins, CFA is a Co-Portfolio Manager and Chief Investment Officer at TSW. He has managed the Fund since March 2021.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary, the intermediary may receive a one-time or continuing payments from the Fund, MML Advisers or its affiliates, or

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others for the sale of Fund shares or continuing shareholder services provided by the intermediary. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary to recommend the Fund over another

investment. You should contact your intermediary to obtain more information about the compensation it may receive in connection with your investment.

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MassMutual Small Cap Value Equity Fund

INVESTMENT OBJECTIVE

This Fund seeks to maximize total return through investment primarily in small capitalization equity securities.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.41%	0.51%	0.61%	0.71%	0.61%	0.71%	0.61%	0.51%(1)
Total Annual Fund Operating Expenses	1.16%	1.26%	1.36%	1.46%	1.61%	1.71%	1.86%	1.26%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	118		$	368		$	638		$	1,409
Class R5		$	128		$	400		$	692		$	1,523
Service Class		$	138		$	431		$	745		$	1,635
Administrative Class		$	149		$	462		$	797		$	1,746
Class R4		$	164		$	508		$	876		$	1,911
Class A		$	714		$	1,059		$	1,427		$	2,458
Class R3		$	189		$	585		$	1,006		$	2,180
Class Y		$	128		$	400		$	692		$	1,523

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in common stocks of small-capitalization companies that the Fund’s subadvisers believe are undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 2000® Index or the S&P SmallCap 600 Index (as of December 31, 2022, between $6.07 million and $12.21 billion). Equity securities may include common stocks, preferred stock, rights, and warrants. The Fund typically invests most of its assets in U.S. companies, but may invest up to 20% of its total assets in foreign securities, including emerging market securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund is managed by two subadvisers, Wellington Management Company LLP (“Wellington Management”) and Barrow, Hanley, Mewhinney & Strauss, LLC. (“Barrow Hanley”), each being responsible for a portion of the

portfolio, although they may manage different amounts of the Fund’s assets. Each subadviser employs a value-based investment approach and may perform a number of analyses in considering whether to buy or sell a security for the Fund. In selecting investments for the Fund, Wellington Management generally employs a bottom-up stock selection process that utilizes proprietary, fundamental research to identify companies it considers to be undervalued and to have the potential for significant longer-term returns. In selecting securities for the Fund, Barrow Hanley typically seeks to exploit market inefficiencies by using proprietary research to identify small capitalization companies that it considers to be undervalued and to have the potential to generate superior returns while subjecting the Fund to below average levels of risk. Each subadviser may consider selling a stock for the Fund if, in its judgment, the security has reached its target price, has failed to perform as expected, or other opportunities appear more attractive.

Principal Risks

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and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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to meet redemptions or other cash needs. Some securities may be subject to restrictions on resale. There can be no assurance that there will be a liquid market for instruments held by the Fund at any time. The Fund may not receive the proceeds from the sale of certain investments for an extended period.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: a5d54p90mq4m4blbbhitbq1u6mq1.jpg]

Highest
Quarter:

4Q ’20,

36.69%

Lowest
Quarter:

1Q ’20,

–35.36%

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or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-10.04	%		5.14	%		9.56	%
	Return After Taxes on Distributions		-13.08	%		0.85	%		6.76	%
	Return After Taxes on Distributions and Sales of Fund Shares		-3.71	%		3.43	%		7.44	%
Class I	Return Before Taxes		-9.97	%		5.24	%		9.65	%
Service Class	Return Before Taxes		-9.99	%		5.06	%		9.47	%
Administrative Class	Return Before Taxes		-10.12	%		4.95	%		9.35	%
Class R4	Return Before Taxes		-10.31	%		4.78	%		9.18	%
Class A	Return Before Taxes		-15.36	%		3.49	%		8.45	%
Class R3	Return Before Taxes		-10.59	%		4.51	%		8.91	%
Class Y	Return Before Taxes		-10.04	%		5.14	%		9.56	%
Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes)			-14.48	%		4.13	%		8.48	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Wellington Management Company LLP (“Wellington Management”)

Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”)

Portfolio Manager(s):

Edmond C. Griffin, CFA is a Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since February 2020.

Shaun F. Pedersen is a Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since October 2009.

Danielle S. Williams, CFA is a Managing Director and Equity Research Analyst at

Wellington Management. She has managed the Fund since February 2022.

Coleman Hubbard, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since January 2020.

James S. McClure, CFA is a Managing Director and Portfolio Manager at Barrow Hanley. He has managed the Fund since October 2009.

DJ Taylor, CFA, CAIA is a Portfolio Manager and Analyst at Barrow Hanley. He has managed the Fund since July 2022.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Small Company Value Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.85%	0.85%	0.85%	0.85%	0.85%	0.85%	0.85%	0.85%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.10%	0.20%	0.30%	0.40%	0.30%	0.40%	0.30%	0.20%(1)
Total Annual Fund Operating Expenses	0.95%	1.05%	1.15%	1.25%	1.40%	1.50%	1.65%	1.05%
Expense Reimbursement	(0.09%)	(0.09%)	(0.09%)	(0.09%)	(0.09%)	(0.09%)	(0.09%)	(0.09%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.86%	0.96%	1.06%	1.16%	1.31%	1.41%	1.56%	0.96%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.86%, 0.96%, 1.06%, 1.16%, 1.31%, 1.41%, 1.56%, and 0.96% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund

for the time periods indicated and then redeem all of your shares at the end of those periods. For Class A shares, the example includes the initial sales charge. The example also assumes that your investment earns a 5% return each year and that

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the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	88		$	294		$	517		$	1,158
Class R5		$	98		$	325		$	571		$	1,274
Service Class		$	108		$	356		$	624		$	1,390
Administrative Class		$	118		$	388		$	678		$	1,503
Class R4		$	133		$	434		$	757		$	1,672
Class A		$	686		$	990		$	1,315		$	2,235
Class R3		$	159		$	512		$	888		$	1,947
Class Y		$	98		$	325		$	571		$	1,274

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities that the Fund’s subadvisers consider to be undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the securities of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 2000® Index or the S&P SmallCap 600 Index (as of December 31, 2022, between $6.07 million and $12.21 billion). Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. The Fund typically invests most of its assets in equity securities of U.S. companies, but may invest in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund generally will not invest more than 20% of its total assets in foreign securities. The Fund may invest in real estate investment trusts (“REITs”) and exchange-traded funds. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund is managed by two subadvisers, AllianceBernstein L.P. (“AllianceBernstein”) and American Century Investment Management, Inc. (“American Century”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Each subadviser employs a value-based investment approach and may perform a number of analyses in considering whether to buy or sell a security for the Fund.

AllianceBernstein seeks to invest primarily in a diversified portfolio of equity securities of small-sized companies that it determines, using its own fundamental value approach, to be undervalued. Using fundamental and quantitative research, AllianceBernstein seeks to identify companies whose ability to grow earnings over the long term does not appear to be reflected in their current market price. AllianceBernstein looks for companies with attractive valuation (e.g., low price to cash flow ratios) and compelling quality factors (e.g., return on equity), then ranks those stocks by their expected return. Returns and rankings are updated on a daily basis. The rankings are used to determine prospective candidates for further fundamental research and, subsequently, possible addition to the Fund. Typically, AllianceBernstein’s fundamental research analysts focus on the most attractive 40% of the companies in the small-capitalization universe as defined above. AllianceBernstein generally sells a security when it no longer meets appropriate valuation criteria, although sales may be delayed when return trends are favorable. Typically, growth in the size of a company’s market capitalization relative to other domestically traded companies will not cause AllianceBernstein to dispose of the security.

In selecting investments for the Fund, American Century seeks to identify stocks of companies that it believes are undervalued at the time of purchase. American Century attempts to purchase the stocks of these undervalued companies and hold each stock until it has returned to favor in the market and the stock’s price has increased to, or is higher than, a level the managers believe more accurately reflects the fair value of the company. Companies may be undervalued due to market declines, poor economic conditions, actual or anticipated bad news regarding the issuer or its industry, or because they have been overlooked by the market. To identify these companies, American Century looks for companies with earnings, cash flows, and/or assets that may not be accurately reflected in the companies’ stock prices or may be

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outside the companies’ historical ranges. The managers also may consider whether the companies’ securities have a favorable income-paying history and whether income payments are expected to continue or increase. American Century may sell a stock from the Fund if, for example, in its judgment, a stock no longer meets its valuation criteria, a stock’s risk parameters outweigh its return opportunity, more attractive alternatives are identified, or specific events alter a stock’s prospects.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

Foreign Investment Risk; Emerging Markets Risk; Currency Risk Investments in securities of foreign issuers, securities of companies with significant

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Frequent Trading/Portfolio Turnover Risk Portfolio turnover generally involves some expense to the Fund and may result in the realization of taxable capital gains (including short-term gains). The

trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.

Quantitative Models Risk The portfolio managers use quantitative models as part of the idea generation process. Quantitative models are based upon many factors that measure individual

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securities relative to each other. Such models may not produce the intended results and can be adversely affected by errors or imperfections in the factors or the data on which measurements are based, changing sources of market return or market risk, or any technical issues with the design, construction, implementation, or maintenance of the models.

Risk of Investment in Other Funds or Pools The Fund is indirectly exposed to all of the risks of the underlying funds, including ETFs, in which it invests, including the risk that the underlying funds will not perform as expected. ETFs are subject to additional risks, including secondary market trading risks and the risk that an ETF’s shares may trade above or below net asset value. The Fund indirectly pays a portion of the expenses incurred by the underlying funds.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 shares to reflect Class R4 expenses. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: a1pmg8nbb47028o2rl2jhkq8hdcd.jpg]

Highest
Quarter:

4Q ’20,

34.40%

Lowest
Quarter:

1Q ’20,

–37.08%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-16.11	%		4.45	%		8.25	%
	Return After Taxes on Distributions		-18.67	%		1.77	%		4.91	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.76	%		3.01	%		5.85	%
Class I	Return Before Taxes		-15.99	%		4.55	%		8.38	%
Service Class	Return Before Taxes		-16.14	%		4.35	%		8.16	%
Administrative Class	Return Before Taxes		-16.26	%		4.24	%		8.04	%

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		One Year			Five Years			Ten Years
Class R4	Return Before Taxes		-16.30	%		4.09	%		7.90	%
Class A	Return Before Taxes		-21.02	%		2.81	%		7.16	%
Class R3	Return Before Taxes		-16.56	%		3.83	%		7.60	%
Class Y	Return Before Taxes		-16.11	%		4.45	%		8.25	%
Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes)			-14.48	%		4.13	%		8.48	%
Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)			-20.44	%		4.13	%		9.01	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): AllianceBernstein L.P. (“AllianceBernstein”)

American Century Investment Management, Inc. (“American Century”)

Portfolio Manager(s):

James W. MacGregor, CFA is Chief Investment Officer for U.S. Small and Mid-Cap Value Equities and a Portfolio Manager at AllianceBernstein. He has managed the Fund since June 2019.

Erik A. Turenchalk, CFA is a Senior Vice President for U.S. Small and Mid-Cap Value Equities and a Portfolio Manager at AllianceBernstein. He has managed the Fund since January 2020.

Ryan Cope, CFA is a Portfolio Manager at American Century. He has managed the Fund since April 2020.

Jeff John, CFA is a Vice President and Senior Portfolio Manager at American Century. He has managed the Fund since June 2019.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Mid Cap Growth Fund

INVESTMENT OBJECTIVE

This Fund seeks growth of capital over the long-term.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.68%	0.68%	0.68%	0.68%	0.68%	0.68%	0.68%	0.68%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.03%	0.13%	0.23%	0.33%	0.23%	0.33%	0.23%	0.13%(1)
Total Annual Fund Operating Expenses	0.71%	0.81%	0.91%	1.01%	1.16%	1.26%	1.41%	0.81%
Fee Waiver	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Fee Waiver(2)	0.66%	0.76%	0.86%	0.96%	1.11%	1.21%	1.36%	0.76%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	67		$	222		$	390		$	878
Class R5		$	78		$	254		$	445		$	997
Service Class		$	88		$	285		$	499		$	1,115
Administrative Class		$	98		$	317		$	553		$	1,232
Class R4		$	113		$	364		$	633		$	1,405
Class A		$	667		$	923		$	1,199		$	1,985
Class R3		$	138		$	441		$	766		$	1,687
Class Y		$	78		$	254		$	445		$	997

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities of mid-capitalization companies that the Fund’s subadvisers believe offer the potential for long-term growth. The Fund is managed by two subadvisers, T. Rowe Price Associates, Inc. (“T. Rowe Price”) and Frontier Capital Management Company, LLC (“Frontier”), each being responsible for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”) serves as sub-subadviser for the portion of the portfolio subadvised by T. Rowe Price. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a broadly diversified portfolio of common stocks of mid-cap companies whose earnings the Fund’s subadvisers expect to grow at a faster rate than the average company. The Fund’s subadvisers currently define “mid-cap” companies as those whose market capitalizations at the time of purchase fall within the market capitalization range of companies included in either the S&P MidCap

400® Index or the Russell Midcap® Growth Index (as of December 31, 2022, between $306.43 million and $52.82 billion). The Fund may invest up to 20% of its net assets in stocks whose market capitalizations at the time of investment are outside of that capitalization range. The Fund typically invests most of its assets in equity securities of U.S. companies, but may invest in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund generally will not invest more than 25% of its total assets in foreign securities. The Fund’s investments may include holdings in privately held companies and companies that only recently began to trade publicly. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

In selecting securities for the Fund, T. Rowe Price and T. Rowe Price Investment Management generally use a “growth” approach, seeking to identify companies that they believe have proven products or services, a record of above-average earnings growth, demonstrated potential to sustain earnings growth, stock prices that appear to undervalue their growth prospects, or a connection to industries experiencing increasing demand. In pursuing the Fund’s investment objective, T. Rowe Price and T. Rowe Price Investment Management have the discretion to purchase some securities that do not meet those investment criteria when they believe there is an opportunity for substantial appreciation (such as, for example, T. Rowe Price or T. Rowe Price Investment Management believes a security could increase in value as a result of a change in management, an extraordinary corporate event, a new product introduction or innovation, or a favorable competitive development).

In selecting securities for the Fund, Frontier employs a “growth at a reasonable price” approach to identify the best risk/reward investment ideas in the U.S. equity mid-capitalization universe. Frontier believes that over time stock prices tend to follow earnings progress and that stocks must be purchased and owned at reasonable valuations. Frontier tends to own companies that, in its opinion, can generate long-term, sustainable earnings, managed by qualified professionals capable of executing a well conceived strategic plan. Frontier looks for businesses that, in its opinion, can generate returns on capital in excess of their cost of capital over a business cycle.

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Each subadviser or the sub-subadviser may sell securities for the Fund for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

Principal Risks

The following are the Principal Risks of the Fund. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund. References in this section to the Fund’s subadviser may include any sub-subadvisers as applicable. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for

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certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

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Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: lsj1v6d4qrd2kvgue6pntmgmlamp.jpg]

Highest
Quarter:

2Q ’20,

28.62%

Lowest
Quarter:

1Q ’20,

–23.01%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-24.18	%		7.02	%		11.68	%
	Return After Taxes on Distributions		-26.50	%		4.28	%		9.18	%
	Return After Taxes on Distributions and Sales of Fund Shares		-12.53	%		5.56	%		9.34	%
Class I	Return Before Taxes		-24.07	%		7.15	%		11.80	%
Service Class	Return Before Taxes		-24.26	%		6.91	%		11.57	%
Administrative Class	Return Before Taxes		-24.31	%		6.82	%		11.45	%
Class R4	Return Before Taxes		-24.41	%		6.65	%		11.30	%
Class A	Return Before Taxes		-28.63	%		5.35	%		10.54	%
Class R3	Return Before Taxes		-24.61	%		6.38	%		10.98	%
Class Y	Return Before Taxes		-24.18	%		7.02	%		11.68	%
Russell Midcap Growth Index (reflects no deduction for fees, expenses, or taxes)			-26.72	%		7.64	%		11.41	%

MANAGEMENT

Investment Advisers: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Frontier Capital Management Company, LLC (“Frontier”)

Sub-subadviser(s): T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”)

Portfolio Manager(s):

Brian W. H. Berghuis, CFA is a Vice President and Equity Portfolio Manager at T. Rowe Price Investment Management. He has managed the Fund since its inception (June 2000).

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Ravi Dabas is a Portfolio Manager at Frontier. He has managed the Fund since January 2019.

Christopher J. Scarpa is a Portfolio Manager at Frontier. He has managed the Fund since August 2010.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Small Cap Growth Equity Fund

INVESTMENT OBJECTIVE

This Fund seeks long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.07%	0.17%	0.27%	0.37%	0.27%	0.37%	0.27%	0.17%(1)
Total Annual Fund Operating Expenses	0.87%	0.97%	1.07%	1.17%	1.32%	1.42%	1.57%	0.97%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	89		$	278		$	482		$	1,073
Class R5		$	99		$	309		$	536		$	1,190
Service Class		$	109		$	340		$	590		$	1,306
Administrative Class		$	119		$	372		$	644		$	1,420
Class R4		$	134		$	418		$	723		$	1,590
Class A		$	687		$	975		$	1,284		$	2,158
Class R3		$	160		$	496		$	855		$	1,867
Class Y		$	99		$	309		$	536		$	1,190

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund invests primarily in equity securities of smaller companies that the Fund’s subadvisers believe offer potential for long-term growth. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the equity securities of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 2000® Index or the S&P SmallCap 600 Index (as of December 31, 2022, between $6.07 million and $12.21 billion). Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants. While most assets typically will be invested in common stocks of U.S. companies, the Fund also may invest up to 20% of its total assets in foreign securities, including emerging market securities. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund is managed by two subadvisers, Wellington Management Company LLP (“Wellington Management”) and Invesco Advisers, Inc. (“Invesco Advisers”), each being responsible

for a portion of the portfolio, although they may manage different amounts of the Fund’s assets. Each subadviser employs a growth-based investment approach and may perform a number of analyses in considering whether to buy or sell a security for the Fund. Wellington Management uses a combination of fundamental and quantitative analyses to identify small-cap companies that it believes are experiencing or will experience rapid earnings or revenue growth. Invesco Advisers uses fundamental research to select securities for the Fund’s portfolio. Each subadviser may consider selling a security for the Fund if, for example, in its judgment, target prices are reached, future upside potential is limited, company fundamentals are no longer attractive, superior purchase candidates are identified, or market capitalization ceilings are exceeded.

Principal Risks

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group; they may have been recently organized and have little or no track record of success.

relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Liquidity Risk Certain securities may be difficult (or impossible) to sell or certain positions may be

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difficult to close out at a desirable time and price, and the Fund may be required to hold an illiquid investment that is declining in value, or it may be required to sell certain illiquid investments at a price or time that is not advantageous in order to meet redemptions or other cash needs. Some securities may be subject to restrictions on resale. There can be no assurance that there will be a liquid market for instruments held by the Fund at any time. The Fund may not receive the proceeds from the sale of certain investments for an extended period.

market risk, or any technical issues with the design, construction, implementation, or maintenance of the models.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class R5 Shares

[MISSING IMAGE: etaq2cqtesmgdsgip5g0m86tuj2f.jpg]

Highest
Quarter:

2Q ’20,

32.50%

Lowest
Quarter:

1Q ’20,

–23.96%

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After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-25.96	%		8.22	%		11.67	%
	Return After Taxes on Distributions		-25.96	%		4.86	%		8.07	%
	Return After Taxes on Distributions and Sales of Fund Shares		-15.37	%		6.12	%		8.64	%
Class I	Return Before Taxes		-25.85	%		8.35	%		11.79	%
Service Class	Return Before Taxes		-26.00	%		8.12	%		11.56	%
Administrative Class	Return Before Taxes		-26.09	%		8.00	%		11.44	%
Class R4	Return Before Taxes		-26.21	%		7.86	%		11.30	%
Class A	Return Before Taxes		-30.27	%		6.55	%		10.55	%
Class R3	Return Before Taxes		-26.42	%		7.58	%		10.97	%
Class Y	Return Before Taxes		-25.96	%		8.22	%		11.67	%
Russell 2000 Growth Index (reflects no deduction for fees, expenses, or taxes)			-26.36	%		3.51	%		9.20	%
Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)			-20.44	%		4.13	%		9.01	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Wellington Management Company LLP (“Wellington Management”)

Invesco Advisers, Inc. (“Invesco Advisers”)

Portfolio Manager(s):

Daniel J. Fitzpatrick, CFA is a Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since November 2001.

Ranjit Ramachandran, CFA is a Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since February 2022.

John V. Schneider, CFA is a Managing Director and Equity Research Analyst at Wellington Management. He has managed the Fund since February 2018.

Ash Shah, CFA is a Portfolio Manager at Invesco Advisers. He has managed the Fund since July 2015.

Ronald Zibelli, Jr., CFA is a Portfolio Manager at Invesco Advisers. He has managed the Fund since July 2015.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. You should contact your intermediary

to obtain more information about the compensation it may receive in connection with your investment.

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MassMutual Overseas Fund

INVESTMENT OBJECTIVE

The Fund seeks growth of capital over the long-term by investing in foreign equity securities.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%	0.80%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.10%	0.20%	0.30%	0.40%	0.30%	0.40%	0.30%	0.20%(1)
Total Annual Fund Operating Expenses	0.90%	1.00%	1.10%	1.20%	1.35%	1.45%	1.60%	1.00%
Expense Reimbursement	(0.11%)	(0.11%)	(0.11%)	(0.11%)	(0.11%)	(0.11%)	(0.11%)	(0.11%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.79%	0.89%	0.99%	1.09%	1.24%	1.34%	1.49%	0.89%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.79%, 0.89%, 0.99%, 1.09%, 1.24%, 1.34%, 1.49%, and 0.89% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

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actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	81		$	276		$	488		$	1,098
Class R5		$	91		$	307		$	542		$	1,215
Service Class		$	101		$	339		$	596		$	1,330
Administrative Class		$	111		$	370		$	649		$	1,445
Class R4		$	126		$	417		$	729		$	1,614
Class A		$	679		$	973		$	1,289		$	2,181
Class R3		$	152		$	494		$	861		$	1,891
Class Y		$	91		$	307		$	542		$	1,215

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in stocks of foreign companies, including companies located in Europe, Latin America, and Asia. The Fund may invest up to 25% of its total assets in equity securities of issuers in emerging markets. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stocks, depositary receipts, rights and warrants, of issuers of any size. The Fund may but will not necessarily engage in foreign currency forward contracts to seek to hedge or to attempt to protect against adverse changes in currency exchange rates. The Fund may use futures contracts as a substitute for direct investments. Use of derivatives by the Fund may create investment leverage. The Fund may at times have significant exposure to one or more industries or sectors. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund is managed by two subadvisers, Massachusetts Financial Services Company (“MFS”) and Harris Associates L.P. (“Harris”), each being responsible for a portion of the

portfolio, but not necessarily equally weighted. Each subadviser may invest a significant percentage of the Fund’s assets in a single country or sector, a small number of countries or sectors, or a particular geographic region.

In selecting investments for the Fund, MFS is not constrained by any particular investment style. MFS may invest the Fund’s assets in the stocks of companies it believes to have above average earnings growth potential compared to other companies (growth companies), in the stocks of companies it believes are undervalued compared to their perceived worth (value companies), or in a combination of growth and value companies. MFS may invest the Fund’s assets in securities of companies of any size. MFS uses an active bottom-up investment approach to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. MFS may also consider environmental, social, and governance (“ESG”) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate an issuer’s valuation, price and earnings momentum, earnings quality, and other factors, may also be considered.

In selecting investments for the Fund, Harris uses a value investment philosophy. This value investment philosophy is based upon the belief that, over time, a company’s stock price converges with Harris’ estimate of intrinsic value. Harris uses this value investment philosophy to identify companies that it believes have discounted stock prices compared to the companies’ intrinsic values. By “intrinsic value,” Harris means an estimate of the price a knowledgeable buyer would pay to acquire the entire business. Harris usually sells a stock when the price approaches its estimated value. This means that Harris sets specific “buy” and “sell” targets for each stock held by the Fund. Harris also monitors each holding and adjusts those price targets as warranted to reflect changes in a company’s fundamentals. Harris may from time to time have significant investments in one or more countries or in particular sectors.

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Harris frequently evaluates whether corporate governance factors could have a negative or positive impact on the intrinsic value or risk profile of a potential investment. Harris also will evaluate the impact of social and environmental factors depending on the materiality of those factors relative to people, process, and/or profit issues that affect the competitive position of the investment. To assess these factors, Harris may consider information derived from its ongoing dialogue with certain companies, proprietary research, and information from third-party sources.

Principal Risks

confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are

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magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

Geographic Focus Risk When the Fund focuses investments on a particular country, group of countries, or geographic region, its performance will be closely tied to the market, currency, economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified funds.

Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will

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achieve the intended results and the Fund may incur significant losses.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

R4 shares to reflect Class R4 expenses. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: ft4hn8ir6dt5t4ak3sgnm4ikbm71.jpg]

Highest
Quarter:

4Q ’20,

20.39%

Lowest
Quarter:

1Q ’20 ,

–26.64%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-14.96	%		2.12	%		4.93	%
	Return After Taxes on Distributions		-16.48	%		0.58	%		3.82	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.35	%		1.75	%		3.92	%
Class I	Return Before Taxes		-14.85	%		2.21	%		5.06	%
Service Class	Return Before Taxes		-14.95	%		2.03	%		4.83	%
Administrative Class	Return Before Taxes		-15.06	%		1.91	%		4.72	%
Class R4	Return Before Taxes		-15.22	%		1.74	%		4.54	%

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		One Year			Five Years			Ten Years
Class A	Return Before Taxes		-20.02	%		0.49	%		3.87	%
Class R3	Return Before Taxes		-15.51	%		1.50	%		4.28	%
Class Y	Return Before Taxes		-14.96	%		2.12	%		4.93	%
MSCI EAFE Index (reflects no deduction for fees or expenses)			-14.45	%		1.54	%		4.67	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): Massachusetts Financial Services Company (“MFS”)

Harris Associates L.P. (“Harris”)

Portfolio Manager(s):

Filipe Benzinho is an Investment Officer at MFS. He has managed the Fund since May 2016.

Daniel Ling is an Investment Officer at MFS. He has managed the Fund since October 2009.

David G. Herro, CFA is the Deputy Chairman, the Chief Investment Officer of International Equities, and a Portfolio Manager at Harris. He has managed the Fund since July 2001.

Michael L. Manelli, CFA is a Vice President, a Portfolio Manager, and an International Investment Analyst at Harris. He has managed the Fund since January 2017.

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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Except as noted below, the MassMutual Select T. Rowe Price International Equity Fund has not been available for purchase by new or existing investors since October 29, 2020. The MassMutual Select T. Rowe Price Retirement Funds will continue to be able to purchase shares of the Fund. No other new or existing customers will be able to make purchases of the Fund, except that existing customers may continue to reinvest any dividends and capital gains distributions. Purchases of Fund shares may be further restricted or reopened in the future.

MassMutual Select T. Rowe Price International Equity Fund

INVESTMENT OBJECTIVE

The Fund seeks long-term capital growth and current income primarily through investments in non-U.S. stocks.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			0.00%
Other Expenses			0.08%
Total Annual Fund Operating Expenses			0.08%
Expense Reimbursement			(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may

be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	18					$	37					$	95

Portfolio Turnover

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are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 32% of the average value of its portfolio.

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund will normally invest primarily in non-U.S. securities, which may include emerging markets (including so-called “frontier market”) securities. Emerging market countries in which the Fund may invest include, but are not limited to, the following:

•

Asia: China, India, Indonesia, Malaysia, Pakistan, Philippines, South Korea, Sri Lanka, Taiwan, Thailand, and Vietnam.

•

Latin America: Argentina, Belize, Brazil, Chile, Colombia, Mexico, Panama, Peru, and Venezuela.

•

Europe: Croatia, Czech Republic, Estonia, Greece, Hungary, Kazakhstan, Latvia, Lithuania, Poland, Romania, Russia, Slovakia, Slovenia, Turkey, and Ukraine.

•

Africa and the Middle East: Bahrain, Botswana, Egypt, Jordan, Kenya, Kuwait, Lebanon, Mauritius, Morocco, Nigeria, Oman, Qatar, Saudi Arabia, South Africa, Tunisia, United Arab Emirates, and Zimbabwe.

The Fund may at times have significant exposure to one or more industries or sectors, including the financial sector. The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to adjust various portfolio characteristics, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange

rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage. The Fund may also invest in other investment companies, including exchange-traded funds. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), takes a core approach to investing, which provides exposure to both growth and value styles of investing. While T. Rowe Price invests with an awareness of the global economic backdrop and T. Rowe Price’s outlook for certain industries, sectors, and individual countries, T. Rowe Price’s decision making process focuses on bottom-up stock selection. Country allocation is driven largely by stock selection, though T. Rowe Price may limit investments in markets or industries that appear to have poor overall prospects. T. Rowe Price relies on a global research team to identify stocks of companies that are capable of achieving and sustaining above-average, long-term earnings growth, including companies that appear to be undervalued by various measures and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth.

T. Rowe Price generally looks for companies with one or more of the following: leading or improving market position; attractive business niche with potential for earnings growth; attractive valuation on various earnings, book value, sales and cash flow metrics in absolute terms and/or relative to a company’s peers or a company’s own historical norm; barriers to entry in its business; attractive or improving franchise or industry position; seasoned management; low valuation relative to a company’s growth potential; companies that may benefit from restructuring activity or other turnaround opportunities; a sound or improving balance sheet and other positive financial characteristics; and above-average dividend yield and/or the potential to grow dividends or conduct share repurchases.

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T. Rowe Price integrates environmental, social, and governance (“ESG”) factors into its investment research process for certain investments. While ESG matters vary widely, T. Rowe Price generally considers ESG factors such as climate change, resource depletion, labor standards, diversity, human rights issues, and governance structure and practices. For certain types of investments, including, but not limited to, cash, currency positions, and particular types of derivatives, an ESG analysis may not be relevant or possible due to a lack of data. Where ESG considerations are integrated into the investment research process, T. Rowe Price focuses on the ESG factors it considers most likely to have a material impact on the performance of the holdings in the Fund’s portfolio. T. Rowe Price may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions for the Fund.

T. Rowe Price may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

Principal Risks

additional risks relating to market, industry, political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more

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susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Large Company Risk Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund’s investments in large-capitalization stocks to underperform investments

that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

Banking and Financial Companies Risk To the extent the Fund has significant investments in financial companies, it is more susceptible to adverse developments affecting such companies and may perform poorly during a downturn in the industries of such companies. Financial companies can be adversely affected by, among other things, regulatory changes, interest rate movements, the availability of capital and the cost to borrow, and the rate of debt defaults. Financial companies may also be adversely affected by decreases in the availability of money or reductions in asset valuations, credit rating downgrades, increased competition, and adverse conditions in other related markets.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

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Annual Performance

Class I Shares

[MISSING IMAGE: g6a3tp4hig3961ocgt5d66p0v1nb.jpg]

Highest
Quarter:

4Q ’20,

18.16%

Lowest
Quarter:

1Q ’20,

–24.51%

Average Annual Total Return

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-13.90	%		1.42	%
	Return After Taxes on Distributions		-14.44	%		0.88	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.74	%		1.17	%
MSCI ACWI ex USA (reflects no deduction for fees or expenses)			-16.00	%		1.17	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Sub-subadviser(s): T. Rowe Price International Ltd (“T. Rowe Price International”)

T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”)

T. Rowe Price Singapore Private Ltd. (“T. Rowe Price Singapore”)

Portfolio Manager(s):

Malik Asif is a Vice President and Portfolio Manager at T. Rowe Price International. He has managed the Fund since April 2021. Mr. Asif is expected to step down as portfolio manager of the Fund on April 1, 2023.

Richard N. Clattenburg, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

Colin McQueen is a Vice President and Portfolio Manager at T. Rowe Price International. He has managed the Fund since July 2019.

Raymond A. Mills, Ph.D., CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

Eric Moffett is a Vice President and Portfolio Manager at T. Rowe Price Singapore. He has managed the Fund since April 2021.

Ernest C. Yeung, CFA is a Vice President and Portfolio Manager at T. Rowe Price Hong Kong. He has managed the Fund since May 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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to obtain more information about the compensation it may receive in connection with your investment.

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Additional Information Regarding Investment Objectives and Principal Investment Strategies

Changes to Investment Objectives and Strategies.

Each Fund’s investment objective and strategies are non-fundamental and may be changed by the Board of Trustees (the “Trustees”) of the MassMutual Select Funds (the “Trust”) without shareholder approval.

Note Regarding Percentage Limitations.

All percentage limitations on investments in this Prospectus will apply at the time of investment, and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of the investment. (As a result, the actual investments making up a Fund’s portfolio may not at a particular time comport with any such limitation due to increases or decreases in the values of securities held by the Fund.) However, if, through a change in values, net assets, or other circumstances, a Fund were in a position where more than 15% of its net assets was invested in illiquid securities, the Fund would take appropriate orderly steps, as deemed necessary, to protect liquidity. With respect to a Fund whose name suggests that the Fund focuses its investments in a particular type of investment or investments, or in investments in a particular industry or group of industries, and that has adopted a policy under Rule 35d-1 under the 1940 Act, such Fund’s policy to invest at least 80% of its net assets in certain investments may be changed by the Trustees upon at least 60 days’ prior written notice to shareholders.

Credit Ratings.

Security ratings are determined at the time of investment based on ratings published by nationally recognized statistical rating organizations; if a security is not rated, it will be deemed to have the same rating as a security determined by the investment adviser or subadviser to be of comparable quality. Unless otherwise stated, if a security is rated by more than one nationally recognized statistical rating organization, the highest rating is used. The Fund may retain any security whose rating has been downgraded after purchase.

Duration.

Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s value to changes in interest rates. The longer a security’s duration, the

more sensitive it will be to changes in interest rates. For example, if interest rates rise by 1%, the value of a debt security with a duration of two years would be expected to decline 2% and the value of a debt security with a duration of four years would be expected to decline 4%. Unlike the maturity of a debt security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates. Determining duration may involve estimates of future economic parameters, which may vary from actual future values.

Leverage.

Leverage generally has the effect of increasing the amount of loss or gain a Fund might realize, and may increase volatility in the value of a Fund’s investments. Adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than the amount invested in the derivative itself.

Temporary Defensive Positions.

At times, a Fund’s investment adviser or subadviser may determine that market conditions make pursuing a Fund’s basic investment strategy inconsistent with the best interests of its shareholders. At such times, the investment adviser or subadviser may (but will not necessarily), without notice, temporarily use alternative strategies primarily designed to reduce fluctuations in the values of a Fund’s assets. In implementing these defensive strategies, a Fund may hold assets without limit in cash and cash equivalents and in other investments that the investment adviser or subadviser believes to be consistent with the Fund’s best interests. If such a temporary defensive strategy is implemented, a Fund may not achieve its investment objective.

Portfolio Turnover.

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percentage of short-term capital gains and a lower percentage of long-term capital gains as compared to a fund that trades less frequently (short-term capital gains generally receive less favorable tax treatment in the hands of shareholders than do long-term capital gains). Such costs are not reflected in the Funds’ Total Annual Fund Operating Expenses set forth in the fee tables but do have the effect of reducing a Fund’s investment return.

Non-Principal Investments; Use of Derivatives; Securities Loans; Repurchase Agreements.

A Fund may hold investments that are not included in its principal investment strategies. These non-principal investments are described in the Statement of Additional Information (“SAI”) or below under “Additional Information Regarding Principal Risks.” A Fund also may choose not to invest in certain securities described in this Prospectus and in the SAI, even though it has the ability to do so. Certain Funds may engage in transactions involving derivatives as part of their principal investment strategies; the disclosures of the principal investment strategies of those Funds include specific references to those derivatives transactions. Any of the other Funds may engage in derivatives transactions not as part of their principal investment strategies, and Funds that may use certain derivatives as part of their principal investment strategies may use other derivatives (not as part of their principal investment strategies), as well. A Fund may use derivatives for hedging purposes, as a substitute for direct investment, to earn additional income, to adjust portfolio characteristics, including duration (interest rate volatility), to gain exposure to securities or markets in which it might not be able to invest directly, to provide asset/liability management, or to take long or short positions on one or more indexes, securities, or foreign currencies. If a Fund takes a short position with respect to a particular index, security, or currency, it will lose money if the index, security, or currency appreciates in value, or an expected credit or other event that might affect the value of the index, security, or currency fails to occur. Losses could be significant. Derivatives transactions may include, but are not limited to, foreign currency exchange transactions, options, futures contracts, interest rate swaps, interest rate futures contracts, forward contracts, total return swaps, credit default swaps, and hybrid instruments. A Fund may use derivatives to create investment leverage. See “Additional Information Regarding Principal Risks,” below, and the SAI for more information regarding those transactions.

A Fund may make loans of portfolio securities to broker-dealers and other financial intermediaries of up to 33% of its total assets, and may enter into repurchase agreements. These transactions must be fully collateralized at all times, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral. Any losses from the investment of cash collateral received by the Fund will be for the Fund’s account and may exceed any income the Fund receives from its securities lending activities. A repurchase agreement is a transaction in which a Fund purchases a security from a seller, subject to the obligation of the seller to repurchase that security from the Fund at a higher price. A Fund may enter into securities loans and repurchase agreements as a non-principal investment strategy.

Foreign Securities.

The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, the Funds intend to construe geographic terms such as “foreign,” “non-U.S.,” “European,” “Latin American,” “Asian,” and “emerging markets” in the manner that affords to the Funds the greatest flexibility in seeking to achieve the investment objective(s) of the relevant Fund. Specifically, unless otherwise stated, in circumstances where the investment objective and/or strategy is to invest (a) exclusively in “foreign securities,” “non-U.S. securities,” “European securities,” “Latin American securities,” “Asian securities,” or “emerging markets” (or similar directions) or (b) at least some percentage of the Fund’s assets in foreign securities, etc., the Fund will take the view that a security meets this description so long as the issuer of a security is tied economically to the particular country or geographic region indicated by words of the relevant investment objective and/or strategy (the “Relevant Language”). For these purposes the issuer of a security is deemed to have that tie if:

(i) the issuer is organized under the laws of the country or a country within the geographic region suggested by the Relevant Language or maintains its principal place of business in that country or region; or

(ii) the securities are traded principally in the country or region suggested by the Relevant Language; or

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(iii) the issuer, during its most recent fiscal year, derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the country or region suggested by the Relevant Language or has at least 50% of its assets in that country or region.

In addition, the Funds intend to treat derivative securities (e.g., call options) for this purpose by reference to the underlying security. Conversely, if

the investment objective and/or strategy of a Fund limits the percentage of assets that may be invested in “foreign securities,” etc. or prohibits such investments altogether, a Fund intends to categorize securities as “foreign,” etc. only if the security possesses all of the attributes described above in clauses (i), (ii), and (iii).

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Disclosure of Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ SAI.

Additional Information Regarding Principal Risks

A Fund, by itself, generally is not intended to provide a complete investment program. Investment in the Funds is intended to serve as part of a diversified portfolio of investments. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The value of your investment in a Fund changes with the values of the investments in the Fund’s portfolio. Many things can affect those values. Factors that may have an important or significant effect on a particular Fund’s portfolio as a whole are called “Principal Risks.” The Principal Risks of each Fund are identified in the foregoing Fund Summaries and are described in this section. Certain Funds may be more susceptible to some risks than others. Although the Funds strive to reach their stated goals, they cannot offer guaranteed results. The value of your investment in a Fund could go down as well as up. You can lose money by investing in the Funds. References in this section to a Fund’s subadviser may include any sub-subadvisers as applicable.

The SAI contains further information about the Funds, their investments and their related risks.

•

Bank Loans Risk

Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities, although bank loans are typically (though not always) senior and secured, while below investment grade debt securities or investments are often subordinated and unsecured. Senior loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such

instruments and may lead to defaults. The value of any collateral securing a bank loan may decline after a Fund invests, and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. In addition, some loans may be unsecured. Unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. In some cases, the Fund may rely on a third party to administer its interest in a loan, and so is subject to the risk that the third party will be unwilling or unable to perform its obligations. The Fund may invest in a loan by purchasing an indirect interest in the loan held by a third party. In that case, the Fund will be subject to both the credit risk of the borrower and of the third party, and the Fund may be unable to realize some or all of the value of its interest in the loan in the event of the insolvency of the third party. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some bank loans may be illiquid, and bank loans generally tend to be less liquid than many other debt securities. The lack of a liquid secondary market may make it more difficult for the Fund to assign a value to such instruments for purposes of valuing the Fund’s portfolio and calculating its net asset value (“NAV”). Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

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•

Banking and Financial Companies Risk

A Fund may invest significantly in banks and other financial services companies. To the extent a Fund has significant investments in financial companies, it is more susceptible to adverse developments affecting such companies and may perform poorly during a downturn in the industries of such companies. Financial companies can be adversely affected by, among other things, regulatory changes, interest rate movements, the availability of capital and the cost to borrow, and the rate of debt defaults. Banks and other financial services institutions are often subject to extensive governmental regulation and intervention, and additional regulation could reduce profit margins, adversely affect the scope of their activities, increase the amount of capital they must maintain, and limit the amounts and types of loans and other financial commitments they can make. Financial companies may also be adversely affected by decreases in the availability of money or reductions in asset valuations, credit rating downgrades, increased competition, and adverse conditions in other related markets. Interconnectedness or interdependence among financial companies increases the risk that the financial distress or failure of one financial company may materially and adversely affect a number of other financial companies. The oversight of, and regulations applicable to, financial companies in emerging markets may be ineffective when compared with the regulatory frameworks in developed markets. Financial companies in emerging markets may have significantly less access to capital than companies in more developed markets, leading them to be more likely to fail under adverse economic conditions. In addition, the impact of future regulation on any individual financial company, or on the financial services sector as a whole, can be very difficult to predict.

•

Below Investment Grade Debt Securities Risk

principal and interest payment than in the case of higher grade securities. Below investment grade debt securities involve greater volatility of price and yield and greater risk of loss of principal and interest than do higher quality securities. In the past, economic downturns or increases in interest rates have, under certain circumstances, resulted in a higher incidence of default by the issuers of these instruments and are likely to do so in the future, especially in the case of highly leveraged issuers. The prices for these instruments may be affected by legislative and regulatory developments. Some below investment grade debt securities are issued in connection with management buy-outs and other highly leveraged transactions, and may entail substantial risk of delays in payments of principal or interest or of defaults. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values the Fund has placed on such securities. In the absence of a liquid trading market for securities held by it, a Fund at times may be unable to establish the fair value of such securities. To the extent a Fund invests in securities in the lower rating categories, the achievement of the Fund’s goals is more dependent on the Fund investment adviser’s or subadviser’s investment analysis than would be the case if the Fund were investing in securities in the higher rating categories. Securities that are rated CCC or below by Standard & Poor’s or Caa or below by Moody’s Investors Service, Inc. are generally regarded by the rating agencies as having extremely poor prospects of ever attaining any real investment standing.

•

Cash Position Risk

A Fund may hold a significant portion of its assets in cash or cash equivalents at the sole discretion of the Fund’s investment adviser or subadviser, based on such factors as it may consider appropriate under the circumstances. The portion of a Fund’s assets invested in cash and cash equivalents may at times exceed 25% of the Fund’s net assets. To the extent a Fund holds a significant portion of its assets in cash or cash equivalents, its investments returns may be adversely affected and the Fund may not achieve its investment objective.

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•

Convertible Securities Risk

Convertible securities are bonds, debentures, notes or other debt securities that may be converted at either a stated price or stated rate into shares of common or preferred stock (or cash or other securities of equivalent value), and so are subject to the risks of investments in both debt securities and equity securities. The price of a convertible security may change in response to changes in price of the underlying equity security, the credit quality of the issuer, and interest rates. Due to the conversion feature, convertible debt securities generally yield less than non-convertible securities of similar credit quality and maturity. The values of convertible securities may be interest-rate sensitive and tend to decline as interest rates rise and to rise when interest rates fall. A Fund may invest at times in securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into stock at a specified date and conversion ratio, or that are convertible at the option of the issuer. When conversion is not at the option of the holder, a Fund may be required to convert the security into the underlying stock even at times when the value of the underlying common stock has declined substantially or it would otherwise be disadvantageous to do so.

•

Credit Risk

Credit risk is the risk that an issuer, guarantor, or liquidity provider of a fixed income security held by a Fund may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. It includes the risk that the security will be downgraded by a credit rating agency; generally, lower credit quality issuers present higher credit risks. An actual or perceived decline in creditworthiness of an issuer of a fixed income security held by the Fund may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Fund owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured. The credit rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition

and does not reflect an assessment of an investment’s volatility or liquidity. Securities rated in the lowest category of investment grade are considered to have speculative characteristics. In addition, below investment grade debt securities (i.e., “junk” or “high yield” bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturn than investment grade securities. If a security held by the Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the investment adviser or subadviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages may affect the values of those securities.

The Fund may also be exposed to the credit risk of its counterparty to repurchase agreements, reverse repurchase agreements, swap transactions, and other derivatives transactions, and to the counterparty’s ability or willingness to perform in accordance with the terms of the transaction. The value of such transactions to the Fund will depend on the willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. In the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that a Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations, and realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Among other things, such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty.

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Currency Risk

Because foreign securities normally are denominated and traded in foreign currencies,

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the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, currency exchange control regulations, intervention (or failure to intervene) by the U.S. or foreign governments in currency markets, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies. A Fund may, but will not necessarily, engage in foreign currency transactions in order to protect against fluctuations in the values of holdings denominated in or exposed to other currencies, or, for certain Funds, to generate additional returns. Derivatives transactions providing exposure to foreign currencies may create investment leverage. A Fund’s investment in foreign currencies may increase the amount of ordinary income recognized by the Fund.

Officials in foreign countries may from time to time take actions in respect of their currencies which could significantly affect the value of a Fund’s assets denominated in those currencies or the liquidity of such investments. For example, a foreign government may unilaterally devalue its currency against other currencies, which would typically have the effect of reducing the U.S. dollar value of investments denominated in that currency. A foreign government may also limit the convertibility or repatriation of its currency or assets denominated in its currency, which would adversely affect the U.S. dollar value and liquidity of investments denominated in that currency. In addition, although at times most of a Fund’s income may be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. As a result, if the exchange rate for any such currency declines after the Fund’s income has been earned and translated into U.S. dollars but before payment to shareholders, the Fund could be required to sell portfolio investments to make such distributions. Similarly, if a Fund incurs an expense in a foreign currency and the exchange rate changes adversely to the Fund before the expense is paid, the Fund would have to convert a greater amount of U.S. dollars to pay for the expense at that time than it would have had to convert at the time the Fund incurred the expense. Investments in foreign currencies themselves (directly or through derivatives transactions) may be highly volatile and may create investment leverage.

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Cyber Security and Technology Risk

The Funds and their service providers (including the Funds’ investment adviser, subadvisers, custodian, and transfer agent) are subject to operational and information security risks, including those resulting from cyber-attacks and other technological issues. Technological issues or failures, or interference or attacks by “hackers” or others, may have the effect of disabling or hindering the Funds’ operations or the operations of a service provider to the Funds. There are inherent limitations in business continuity plans and technology systems designed to prevent cyber-attacks and avoid operational incidents, including the possibility that certain risks have not been identified. The Funds’ investment adviser does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Funds’ investment adviser or the Funds, each of whom could be negatively impacted as a result. Similar risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such securities to lose value.

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Defaulted and Distressed Securities Risk

Defaulted securities risk refers to the uncertainty of repayment of defaulted securities and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring, or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. The market will likely be less liquid for distressed or defaulted securities than for other types of securities. Reduced liquidity can affect the valuations of distressed or defaulted securities, make their valuation and sale more difficult, and result in greater volatility. Insolvency laws and practices in foreign countries are different than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities and obligations of distressed issuers are considered speculative. To the extent a Fund is invested in distressed securities, its ability to

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achieve current income for its shareholders may be diminished.

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Derivatives Risk

Derivatives are financial contracts whose values depend upon, or are derived from, the value of an underlying asset, reference rate, or index. Derivatives may relate to stocks, bonds, interest rates, currencies, credit exposures, currency exchange rates, commodities, related indexes, or other assets. The use of derivative instruments may involve risks different from, or greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives can be highly volatile and are subject to a number of potential risks described in this Prospectus, including market risk, credit risk, management risk, liquidity risk, and leveraging risk. Derivative products are highly specialized instruments that may require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument or index but also of the derivative itself, often without the benefit of observing the performance of the derivative under all possible market conditions. (For example, successful use of a credit default swap may require, among other things, an understanding of both the credit of the company to which it relates and of the way the swap is likely to respond to changes in various market conditions and to factors specifically affecting the company.) The use of derivatives involves the risk that a loss may be sustained as a result of the failure of another party to the contract (typically referred to as a “counterparty”) to make required payments or otherwise to comply with the contract’s terms. Derivative transactions can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Since the values of derivatives are calculated and derived from the values of other assets, reference rates, or indexes, there is greater risk that derivatives will be improperly valued. Derivatives also involve the risk that changes in the value of a derivative may not correlate perfectly with changes in the value of its underlying asset, rate, or index, and the risk that a derivative transaction may not have the effect or benefit the Fund’s investment adviser or subadviser

anticipated. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions when that would be beneficial. A liquid secondary market may not always exist for a Fund’s derivative positions at any time. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price or at all. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility.

Recent U.S. and non-U.S. legislative and regulatory reforms, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, have resulted in, and may in the future result in, new regulation of derivative instruments and the Funds’ use of such instruments. Such regulations can, among other things, restrict a Fund’s ability to engage in derivative transactions (for example, by making certain types of derivative instruments or transactions no longer available to a Fund), establish additional margin requirements and/or increase the costs of derivatives transactions, and a Fund may as a result be unable to execute its investment strategies in a manner its investment adviser or subadviser might otherwise choose. Counterparty risk with respect to derivatives has been and may continue to be affected by rules and regulations concerning the derivatives market. Some derivatives transactions are centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds the position. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses and clearing members, and it is not clear how an insolvency proceeding of a clearing house or clearing member would be conducted, what effect the insolvency proceeding would have on any recovery by a Fund, and what impact an insolvency of a clearing house or clearing member would have on the financial system more generally.

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Futures Contract Risk. A Fund may enter into futures contracts, in which the Fund agrees to buy or sell certain financial instruments or index units or other assets on a specified

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future date at a specified price or rate. A Fund may also enter into contracts to deliver in the future an amount of one currency in return for an amount of another currency. If a Fund’s investment adviser or subadviser misjudges the direction of interest rates, markets, or foreign exchange rates, a Fund’s overall performance could suffer. The risk of loss could be far greater than the investment made because a futures contract requires only a small deposit to take a large position. A small change in a futures contract could have a substantial impact on a Fund, favorable or unfavorable. An investor could also suffer losses if it is unable to close out a futures contract because of an illiquid market. Futures are subject to the creditworthiness of the futures commission merchants or brokers and clearing organizations involved in the transactions. In the event of the insolvency of its futures commission merchant or broker, a Fund may be delayed or prevented from recovering some or all of the margin it has deposited with the merchant or broker, or any increase in the value of its futures positions held through that merchant or broker.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk

In a dollar roll transaction, a Fund sells mortgage-backed securities for delivery to the buyer in the current month and simultaneously contracts to purchase similar securities on a specified future date from the same party. In a reverse repurchase agreement transaction, a Fund sells securities to a bank or securities dealer and agrees to repurchase them at an agreed time and price; a reverse repurchase agreement is similar to a secured borrowing by a Fund. Both types of transactions generally create leverage (see “Leveraging Risk” below). It may be difficult or impossible for a Fund to exercise its rights under a dollar roll transaction or reverse repurchase agreement in the event of the insolvency or bankruptcy of the counterparty, and the Fund may not be able to purchase the securities or other assets subject to the transaction and may be required to return any collateral it holds.

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Emerging Markets Risk

Investing in emerging market securities poses risks different from, and/or greater than, risks of investing in domestic securities or in the securities of foreign, developed countries.

These risks may include, for example, smaller market-capitalizations of securities markets; significant price volatility; illiquidity; limits on foreign investment; and possible limits on repatriation of investment income and capital. Future economic or political events or crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or the creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in those currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Although many of the emerging market securities in which a Fund may invest are traded on securities exchanges, they may trade in limited volume, and the exchanges may not provide all of the conveniences or protections provided by securities exchanges in more developed markets.

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transactions or otherwise make it difficult to engage in such transactions. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than transactions settled in the United States, in part because a Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable compared to more developed countries. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending settlement, or be delayed in disposing of a portfolio security. It may be more difficult to obtain and/or enforce a judgment in a court outside the U.S., and a judgment against a foreign government may be unenforceable.

Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity.

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Equity Securities Risk

Although stocks may have the potential to outperform other asset classes over the long term, their prices tend to fluctuate more dramatically over the shorter term. These movements may result from factors affecting individual companies, or from broader influences like changes in interest rates, market conditions, or investor confidence, or announcements of economic, political, or financial information.

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ESG Considerations Risk

companies. The incorporation of ESG factors may affect the Fund’s exposure to certain issuers or industries and may not work as intended. The incorporation of ESG factors into a Fund’s investment process does not mean that every investment or potential investment undergoes an ESG review, and a Fund’s investment adviser or subadviser may not consider ESG factors for every investment the Fund makes, particularly, for example, in cases where ESG-related data for a potential investment is unavailable. The Fund may underperform other funds that do not assess an issuer’s ESG factors or that use a different methodology to identify and/or incorporate ESG factors. Information used by the Fund to evaluate such factors may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic. There is no guarantee that the evaluation of ESG considerations will be additive to the Fund’s performance.

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Fixed Income Securities Risk

The values of debt securities change in response to interest rate changes. In general, as interest rates rise, the value of a debt security is likely to fall. This risk is generally greater for obligations with longer maturities or for debt securities that do not pay current interest (such as zero-coupon securities). Debt securities with variable and floating interest rates can be less sensitive to interest rate changes, although, to the extent a Fund’s income is based on short-term interest rates that fluctuate over short periods of time, income received by the Fund may decrease as a result of a decline in interest rates. The value of a debt security also depends on the issuer’s actual or perceived credit quality or ability to pay principal and interest when due. The value of a debt security is likely to fall if an issuer or the guarantor of a security is unable or unwilling (or is perceived to be unable or unwilling) to make timely principal and/or interest payments or otherwise to honor its obligations or if the debt security’s rating is downgraded by a credit rating agency. The value of a debt security can also decline in response to changes in market, economic, industry, political, regulatory, public health, and other conditions that affect a particular type of debt security or issuer or debt securities generally. Certain events, such as market or

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economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities.

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Extension Risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security.

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Prepayment Risk. Prepayment risk is the risk that principal of a debt obligation will be repaid at a faster rate than anticipated. In such a case, a Fund may lose the benefit of a favorable interest rate for the remainder of the term of the security in question, and may only be able to reinvest the amount of the prepayment at a less favorable rate.

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Interest Rate Risk. The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. The values of debt instruments generally increase in response to declines in interest rates and decrease in response to rises in interest rates. Interest rates can also change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. Interest rate risk is generally greater for fixed-rate instruments than floating-rate instruments and for investments with longer durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Negative or very low interest rates could magnify the risks associated with changes in interest rates. In general, changing interest rates, including rates that fall below zero, could have unpredictable effects on markets and may expose fixed income and related markets to heightened volatility.

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Foreign Investment Risk

Investments in securities of foreign issuers, securities of companies with significant foreign

exposure, and foreign currencies can involve additional risks relating to market, industry, political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Economic or other sanctions imposed on a foreign country or issuer by the U.S., or on the U.S. by a foreign country, could impair a Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, a Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of a Fund (or clients of a Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies.

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may be higher than in the United States. In addition, foreign markets can perform differently from U.S. markets and can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

The willingness and ability of foreign governmental entities to pay principal and interest on government securities depends on various economic factors, including for example the issuer’s balance of payments, overall debt level, and cash-flow considerations related to the availability of tax or other revenues to satisfy the issuer’s obligations. If a foreign governmental entity defaults on its obligations on the securities, a Fund may have limited recourse available to it. The laws of some foreign countries may limit a Fund’s ability to invest in securities of certain issuers located in those countries. Special tax considerations apply to a Fund’s investments in foreign securities. A Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the amount, timing, or character of the Fund’s distributions.

receipts may be more volatile than if such instruments were sponsored by the issuer. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities. A Fund may therefore receive less timely information or have less control than if it invested directly in the foreign issuer. An investment in an ADR is subject to the credit risk of the issuer of the ADR.

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Frequent Trading/Portfolio Turnover Risk

The length of time a Fund has held a particular security is not generally a consideration in investment decisions. The investment policies of a Fund may lead to frequent changes in the Fund’s investments, particularly in periods of volatile market movements, in order to take advantage of what the Fund’s investment adviser or subadviser believes to be temporary investment opportunities. A change in the securities held by a Fund is known as “portfolio turnover.” Portfolio turnover generally involves some expense to a Fund, including brokerage commissions, bid-asked spreads, dealer mark-ups, and other transaction costs on the sale of securities and reinvestments in other securities, and may result in the realization of taxable capital gains (including short-term gains, which are generally treated as ordinary income when distributed to shareholders). The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance. Consult your tax adviser regarding the effect of a Fund’s portfolio turnover rate on your investments.

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Geographic Focus Risk

When a Fund invests a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region, the Fund’s performance could be closely tied to the market, currency, economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified funds.

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Growth Company Risk

Growth company securities tend to be more volatile in terms of price swings and trading

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volume than many other types of equity securities. Growth companies, especially technology related companies, have seen dramatic rises and falls in stock valuations. Funds that invest in growth companies are subject to the risk that the market may deem these companies’ stock prices over-valued, which could cause steep and/or volatile price swings. Also, since investors buy these stocks because of their expected superior earnings growth, earnings disappointments often result in sharp price declines.

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Hedging Risk

There can be no assurance that a Fund’s hedging transactions will be effective. If a Fund takes a short position in a particular currency, security, or bond market, it will lose money if the currency, security, or bond market appreciates in value, or an expected credit event fails to occur. Any efforts at buying or selling currencies could result in significant losses for the Fund. Further, foreign currency transactions that are intended to hedge the currency risk associated with investing in foreign securities and minimize the risk of loss that would result from a decline in the value of the hedged currency may also limit any potential gain that might result should the value of such currency increase.

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Indexing Risk

There are several reasons why an index Fund’s performance may not track the performance of the relevant index. For example, the Fund incurs a number of operating expenses not applicable to the index, and incurs costs in buying and selling securities. A Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of securities purchased by the investment adviser or subadviser, or futures or other derivative positions taken by the investment adviser or subadviser, to replicate the performance of the index may not correlate precisely with the return on the index. Differences between securities held by a Fund and the securities comprising the index may result from legal restrictions, costs, or liquidity constraints, especially during times when a sampling methodology is used.

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Industry Concentration Risk

If a Fund concentrates its assets in a particular industry or group of industries, economic,

business, regulatory, or other developments affecting issuers in that industry or group of industries may affect the Fund adversely to a greater extent than if the Fund had invested more broadly. A concentrated investment in any industry or group of industries may increase the volatility of a Fund’s portfolio, and may cause the Fund to underperform other mutual funds.

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Inflation Risk

The value of assets or income from a Fund’s investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of a Fund’s assets can decline as can the value of the Fund’s distributions. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors. The market prices of debt securities generally fall as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically accompanied long-term inflationary trends.

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Large Company Risk

Large-capitalization stocks as a group could fall out of favor with the market, causing a Fund’s investments in large-capitalization stocks to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges, including changes to technology or consumer tastes, and may grow more slowly than smaller companies, especially during market cycles corresponding to periods of economic expansion. Market capitalizations of companies change over time.

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Leveraging Risk

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so-called reverse repurchase agreements); certain transactions, including, for example, when-issued, delayed-delivery, to-be-announced, and forward commitment purchases, loans of portfolio securities, dollar roll transactions, and the use of some derivatives, can also result in leverage. Leverage will increase the volatility of the Fund’s investment portfolio and could result in larger losses than if it were not used. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A Fund will typically pay interest or incur other borrowing costs in connection with leverage transactions.

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LIBOR Risk

Certain instruments in which a Fund may invest rely in some fashion upon LIBOR. LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. The administrator of LIBOR ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of remaining U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Various financial industry groups have been planning for transition away from LIBOR, but there are obstacles to converting certain instruments to new reference rates. Markets are developing but questions around liquidity in these rates and how to appropriately adjust these rates to mitigate any economic value transfer at the time of transition remain a significant concern. It is difficult to predict the full impact of the transition away from LIBOR on a Fund. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, particularly insofar as the documentation governing such instruments does not include

“fall back” provisions addressing the transition from LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by a Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.

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Liquidity Risk

Liquidity risk is the risk that particular investments may be difficult to sell or terminate at approximately the price at which the Fund is carrying the investments. The ability of a Fund to dispose of illiquid positions at advantageous prices may be greatly limited, and a Fund may have to continue to hold such positions during periods when the investment adviser or subadviser otherwise would have sold them. Some securities held by a Fund may be restricted as to resale, may trade in the over-the-counter (“OTC”) market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, public health, or other conditions. In addition, a Fund, by itself or together with other accounts managed by the investment adviser or subadviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

Market values for illiquid securities may not be readily available, and there can be no assurance that any fair value assigned to an illiquid security at any time will accurately reflect the price a Fund might receive upon the sale of that security. It is possible that, during periods of extreme market volatility or unusually high and unanticipated levels of redemptions or in the case of a liquidation of a Fund, a Fund may be forced to sell large amounts of securities or terminate outstanding transactions at a price or time that is not advantageous in order to meet redemptions or other cash needs or to pay liquidation proceeds. In such a case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities or terminate the transactions in more orderly transactions, and the sale price may be substantially lower than the price previously

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used by the Fund to value the securities for purposes of determining the Fund’s NAV. To the extent a Fund holds illiquid securities, it may be more likely to pay redemption proceeds in kind.

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Management Risk

Each Fund is subject to management risk because it relies on the investment adviser’s and/or subadviser’s investment analysis and its selection of investments to achieve its investment objective. A Fund’s investment adviser or subadviser manages the Fund based on its assessment of economic, financial, and market factors and its investment judgment. The investment adviser or subadviser may fail to ascertain properly the appropriate mix of securities for any particular economic cycle. A Fund’s investment adviser or subadviser applies its investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that they will produce the intended result. Management risk includes the risk that poor security selection will cause a Fund to underperform relative to other funds with similar investment objectives, or that the timing of movements from one type of security to another could have a negative effect on the overall investment performance of the Fund. There can be no assurance that there will be a liquid market for instruments held by the Fund at any time.

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Market Risk

The values of a Fund’s portfolio securities may decline, at times sharply and unpredictably, as a result of unfavorable broad market developments, which may affect securities markets generally or particular industries, sectors, or issuers. The values of a Fund’s investments may decline as a result of a number of such factors, including actual or perceived changes in general economic and market conditions, industry, political, regulatory, geopolitical, public health, and other developments, including the imposition of tariffs or other protectionist actions, changes in interest rates, currency rates, or other rates of exchange, and changes in economic and competitive industry conditions. Likewise, terrorism, war, natural and environmental disasters, and epidemics or pandemics may be highly disruptive to economies and markets. For example, the global pandemic outbreak of the novel

coronavirus known as COVID-19 and efforts to contain its spread have produced, and will likely continue to produce, substantial market volatility, severe market dislocations and liquidity constraints in many markets, exchange trading suspensions and closures, higher default rates, and global business disruption, and they may result in future significant adverse effects. Such factors, and the effects of other infectious illness outbreaks, epidemics, or pandemics, may have a significant adverse effect on a Fund’s performance and have the potential to impair the ability of a Fund’s investment adviser, subadviser, or other service providers to serve the Fund and could lead to disruptions that negatively impact the Fund. Different parts of the market and different types of securities can react differently to these conditions. The possibility that security prices in general will decline over short or even extended periods subjects a Fund to unpredictable declines in the value of its shares, as well as potentially extended periods of poor performance. In addition, the increasing popularity of passive index-based investing may have the potential to increase security price correlations and volatility. As passive strategies generally buy or sell securities based simply on inclusion and representation in an index, securities’ prices will have an increasing tendency to rise or fall based on whether money is flowing into or out of passive strategies rather than based on an analysis of the prospects and valuation of individual securities. This may result in increased market volatility as more money is invested through passive strategies.

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became effective on January 1, 2021. Significant uncertainty remains in the market regarding the ramifications of that development and the arrangements that will apply to the United Kingdom’s relationship with the European Union and other countries following its withdrawal; the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. There is the potential for decreased trade, capital outflows from the United Kingdom, devaluation of the pound sterling, decreased business and consumer spending and decreased foreign investment in the United Kingdom, and negative effects on the value of a Fund’s investments and/or on a Fund’s ability to enter into certain transactions or value certain investments. If one or more additional countries leave the European Union, or the European Union partially or completely dissolves, the world’s economies and securities markets may be significantly disrupted and adversely affected. Legislation or regulation also may change the way in which a Fund, the investment adviser, or subadviser is regulated. Such legislation, regulation, or other government action could limit or preclude a Fund’s ability to achieve its investment objective and affect the Fund’s performance.

In addition, military action by Russia in Ukraine could adversely affect global energy and financial markets, and therefore could affect the value of a Fund’s investments, including beyond the Fund’s direct exposure to Russian issuers or nearby geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict and could be substantial.

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Mortgage- and Asset-Backed Securities Risk

include such items as motor vehicle installment sale or installment loan contracts, leases of various types of real and personal property, receivables from credit card agreements, and student loan payments. Asset-backed securities also may be backed by pools of corporate or sovereign bonds, loans made to corporations, or a combination of these bonds and loans, commonly referred to as “collateralized debt obligations,” including collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”). The assets backing collateralized debt obligations may consist in part or entirely of high risk, below investment grade debt obligations (or comparable unrated obligations). In the case of CBOs and certain other collateralized debt obligations, those may include, by way of example, high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities, and emerging market debt. In the case of CLOs, they may include, among other things, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, any or all of which may be rated below investment grade or may be comparable unrated obligations.

Traditional debt investments typically pay a fixed rate of interest until maturity, when the entire principal amount is due. By contrast, payments on mortgage-backed and many asset-backed investments typically include both interest and partial payment of principal. Principal may also be prepaid voluntarily, or as a result of refinancing or foreclosure. The Fund may have to invest the proceeds from prepaid investments in other investments with less attractive terms and yields. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Because the prepayment rate generally declines as interest rates rise, an increase in interest rates will likely increase the duration, and thus the volatility, of mortgage-backed and asset-backed securities. (Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of the security’s price to changes in interest rates. Unlike the maturity of a fixed income security, which measures only the time until final

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payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates.) Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. In addition to interest rate risk (as described under “Interest Rate Risk”), investments in mortgage-backed securities composed of subprime mortgages and investments in CDOs and CLOs backed by pools of high-risk, below investment grade debt securities may be subject to a higher degree of credit risk, valuation risk, and liquidity risk (as described under “Credit Risk,” “Valuation Risk,” and “Liquidity Risk”). During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans, sales contracts, receivables, and other obligations underlying mortgage-related and other asset-backed securities. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

The types of mortgages underlying securities held by the Fund may differ and may be affected differently by market factors. For example, the Fund’s investments in residential mortgage-backed securities will likely be affected significantly by factors affecting residential real estate markets and mortgages generally; similarly, investments in commercial mortgage-backed securities will likely be affected significantly by factors affecting commercial real estate markets and mortgages generally.

underlying assets. IOs tend to decrease in value if interest rates decline and rates of repayment (including prepayment) on the underlying mortgages or assets increase; it is possible that the Fund may lose the entire amount of its investment in an IO due to a decrease in interest rates. Conversely, POs tend to decrease in value if interest rates rise and rates of repayment decrease. Moreover, the market for IOs and POs may be volatile and limited, which may make them difficult for the Fund to buy or sell. The values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the benefits of the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults.

The Fund may gain investment exposure to mortgage-backed and asset-backed investments by entering into agreements with financial institutions to buy the investments at a fixed price at a future date. The Fund may or may not take delivery of the investments at the termination date of such an agreement, but will nonetheless be exposed to changes in value of the underlying investments during the term of the agreement. These transactions may create investment leverage.

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Municipal Securities Risk

Issuers of municipal securities, including governmental issuers, may be unable to pay their obligations as they come due. The values of municipal securities that depend on a specific revenue source to fund their payment obligations may fluctuate as a result of changes in the cash flows generated by the revenue source or changes in the priority of the municipal obligation to receive the cash flows generated by the revenue source. In addition, changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal securities. Loss of tax-exempt status may cause interest received and distributed to shareholders by a Fund

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to be taxable and may result in a significant decline in the values of such municipal securities.

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Non-Diversification Risk

A “non-diversified” mutual fund may purchase larger positions in a smaller number of issuers than may a diversified mutual fund. Therefore, an increase or decrease in the value of the securities of a single issuer or a small number of issuers may have a greater impact on the Fund’s NAV and the Fund’s performance could be more volatile than the performance of diversified funds.

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Passive Management Risk

Unlike many investment companies that are “actively managed,” the S&P 500 Index Fund is a “passive” investor and therefore does not utilize an investing strategy that seeks returns in excess of the index. Therefore, the S&P 500 Index Fund would not necessarily buy or sell a security unless that security is added to, or removed from, the index, even if that security generally is underperforming. If a specific security is removed from the index, the Fund may be forced to sell such security at an inopportune time. The index may not contain the appropriate mix of securities for any particular economic cycle. Additionally, the Fund rebalances its portfolio in accordance with its index, and, therefore, any changes to the index’s rebalance schedule will result in corresponding changes to the Fund’s rebalance schedule. Further, unlike with an actively managed fund, NTI does not use techniques or defensive strategies designed to lessen the impact of periods of market volatility or market decline. This means that, based on certain market and economic conditions, the Fund’s performance could be lower than other types of funds with investment advisers that actively manage their portfolio assets to take advantage of market opportunities or defend against market events.

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Preferred Stock Risk

sinking fund provisions or call/redemption provisions that can negatively affect its value. In addition, in the event of liquidation of a corporation’s assets, the rights of preferred stock generally are subordinate to the rights associated with a corporation’s debt securities. Preferred stocks are also subject to additional risks, such as potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.

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Quantitative Models Risk

Certain portfolio managers use quantitative models as part of the idea generation process. Quantitative models are based upon many factors that measure individual securities relative to each other. Such models may not produce the intended results and can be adversely affected by errors or imperfections in the factors or the data on which measurements are based, changing sources of market return or market risk, or any technical issues with or errors in the design, construction, implementation, or maintenance of the models.

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REIT Risk

An investment in a REIT may be subject to risks similar to those associated with direct ownership of real estate, including losses from casualty, condemnation or natural disasters, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, environmental regulations and other governmental action, regulatory limitations on rents, property taxes, and operating expenses. In addition, an investment in a REIT may be subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and to the risk of general declines in stock prices. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. A “mortgage” REIT that invests most or all of its assets in mortgages will be subject to many of the risks described above in respect of mortgage-backed securities. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and

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time-consuming. As a shareholder in a REIT a Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses. Real estate-related investments may entail leverage and may be highly volatile. The securities of small real-estate issuers can be more volatile and less liquid than securities of larger issuers and their issuers can have more limited financial resources.

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Redemptions by Affiliated Funds and by Other Significant Investors

A Fund may be an investment option for other MassMutual Funds that are managed as “funds of funds” and for other investors who may make substantial investments in the Fund. As a result, from time to time, a Fund may experience a relatively large redemption and could be required to liquidate assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline. Similarly, large Fund share purchases may adversely affect a Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, or if the Fund is unable to invest the cash in portfolio securities that it considers as desirable as the Fund’s portfolio securities.

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Reinvestment Risk

Income from a Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded, or called debt obligations at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect a Fund’s overall return.

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Repurchase Agreement Risk

A Fund may enter into repurchase agreements. These transactions must be fully collateralized, but involve credit risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral.

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Restricted Securities Risk

A Fund may hold securities that are restricted as to resale under the U.S. federal securities laws, such as securities in certain privately held companies. There can be no assurance that

a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities may prevent the Fund from disposing of them promptly at reasonable prices or at all. Restricted securities may be highly illiquid. A Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Restricted securities may be difficult to value because market quotations may not be readily available, and there may be little publicly available information about the securities or their issuers. The values of restricted securities may be highly volatile.

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Risk of Investment in other Funds or Pools

A Fund may invest in other investment companies or pooled vehicles, including closed-end funds, trusts, and exchange-traded funds (“ETFs”), that are advised by the Fund’s investment adviser or subadviser, as applicable, their affiliates, or by unaffiliated parties, to the extent permitted by applicable law. As a shareholder in an investment company or other pool, the Fund, and indirectly that Fund’s shareholders, bear a ratable share of the investment company’s or pool’s expenses, including, but not limited to, advisory and administrative fees, and the Fund at the same time continues to pay its own fees and expenses. Investment companies or pools in which the Funds may invest may change their investment objectives or policies without the approval of a Fund, in which case a Fund may be forced to withdraw its investment from the investment company or pool at a disadvantageous time. Private investment pools in which the Funds may invest are not registered under the 1940 Act, and so will not offer all of the protections provided by the 1940 Act (including, among other things, independent oversight, protections against certain conflicts of interest, and custodial risks). A Fund is exposed indirectly to all of the risks applicable to any other investment company or pool in which it invests, including that the investment company or pool will not perform as expected. Investments in other investment companies or private pools may be illiquid, may be leveraged, and may be highly volatile.

Investing in other investment companies or private investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or affiliates of the

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investment adviser or subadviser, as applicable, involves potential conflicts of interest. For example, the investment adviser or subadviser, as applicable, or their affiliates may receive fees based on the amount of assets invested in such other investment vehicles, which fees may be higher than the fees the investment adviser or subadviser, as applicable, receives for managing the investing Fund. Investment by a Fund in those other vehicles may be beneficial in the management of those other vehicles, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the investment adviser or subadviser, as applicable, will have an incentive to invest a portion of a Fund’s assets in investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates in lieu of investments by the Fund directly in portfolio securities, and will have an incentive to invest in such investment vehicles over non-affiliated investment companies. The investment adviser or subadviser, as applicable, will have no obligation to select the least expensive or best performing funds available to serve as an underlying investment vehicle. Similarly, the investment adviser or subadviser, as applicable, will have an incentive to delay or decide against the sale of interests held by the Fund in investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates.

effects of supply and demand in the market for shares of ETFs, activities of short sellers, or unusual speculative activity in their shares. Some ETFs may experience periods of reduced liquidity due to restrictions on trading activity or due to a general lack of investor interest in the asset class represented by the ETF. Unlike shares of a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a price based on NAV, shares of an ETF may be purchased or redeemed directly from the ETF solely by Authorized Participants (“APs”) and only in aggregations of a specified number of shares (“Creation Units”). ETFs may have a limited number of financial institutions that act as APs. To the extent that those APs exit the business, or are unable to or choose not to process creation and/or redemption orders for Creation Units, and no other AP steps forward to create and redeem ETF shares, the ETF’s shares may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting.

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Sector Risk

If a Fund allocates a substantial amount of its assets to one or more particular industries or to particular economic, market, or industry sectors, then economic, business, regulatory, or other developments affecting issuers in those industries or sectors may affect the Fund adversely to a greater extent than if the Fund had invested more broadly. Examples might include investments in the technology, health care, or financial sectors or in one or more industries within those sectors. A substantial investment in one or more such industries or sectors has the potential to increase the volatility of a Fund’s portfolio, and may cause the Fund to underperform other mutual funds.

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Short Sales Risk

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The Fund will ordinarily have to pay a fee or premium to borrow the security and will be obligated to repay to the lender of the security any dividends or interest that accrue on the security during the period of the loan. If the Fund invests the proceeds from short positions in other securities the Fund could lose money both on the short positions and on the securities in which it has invested the short proceeds.

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Small and Mid-Cap Company Risk

Small and medium-sized companies may have limited product lines, markets, or financial resources or they may depend on a few key employees. Such companies may have been recently organized and have little or no track record of success. Also, a Fund’s investment adviser or subadviser may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. Market risk and liquidity risk are particularly pronounced for stocks of small and medium-sized companies. The securities of small and medium-sized companies may trade less frequently and in smaller volume than more widely held securities. The prices of these securities may fluctuate more sharply than those of other securities, and a Fund may experience some difficulty in establishing or closing out positions in these securities at prevailing market prices. There may be less publicly available information about the issuers of these securities or less market interest in such securities than in the case of larger companies, both of which can cause significant price volatility. Some securities of small and medium-sized issuers may be illiquid or may be restricted as to resale.

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Sovereign Debt Obligations Risk

obligations or may require renegotiation or rescheduling of debt payments. Any restructuring of a sovereign debt obligation held by the Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt. The sovereign debt of many non-U.S. governments, including their sub-divisions and instrumentalities, is rated below investment grade (“junk” or “high yield” bonds). Sovereign debt risk may be greater for debt securities issued or guaranteed by emerging and/or frontier market countries. At times, certain emerging and frontier market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging and frontier market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders.

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U.S. Government Securities Risk

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commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by the full faith and credit of the United States. From time to time, uncertainty regarding the status of negotiations in the U.S. Government to increase the statutory debt ceiling could increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. Government-sponsored entity is negatively impacted by legislative or regulatory action (or lack thereof), is unable to meet its obligations, or its creditworthiness declines, the performance of each Fund that holds securities of the entity will be adversely impacted. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. Investments in these securities are also subject to, among other things, interest rate risk, prepayment risk, extension risk, and the risk that the value of the securities will fluctuate in response to political, market, or economic developments.

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Valuation Risk

involving third-party service providers may limit the ability of the Fund to value its investment accurately or timely. To the extent a Fund sells a security at a price lower than the price it has been using to value the security, its NAV will be adversely affected. If a Fund has overvalued securities it holds, you may pay too much for the Fund’s shares when you buy into the Fund. If a Fund underestimates the price of its portfolio securities, you may not receive the full market value for your Fund shares when you sell.

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Value Company Risk

A Fund may purchase some equity securities at prices below what the investment adviser or subadviser considers to reflect their actual or potential fundamental values. The Fund bears the risk that the prices of these securities may not increase to reflect what the investment adviser or subadviser believes to be their fundamental value or that the investment adviser or subadviser may have overestimated the securities’ fundamental value or that it may take a substantial period of time to realize that value.

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When-Issued, Delayed Delivery, TBA, and Forward Commitment Transaction Risk

A Fund may purchase securities on a when-issued, delayed delivery, to-be-announced, or forward commitment basis. These transactions involve a commitment by a Fund to purchase securities for a predetermined price or yield, with payments and delivery taking place more than seven days in the future, or after a period longer than the customary settlement period for that type of security. These transactions involve a risk of loss if the value of the securities declines prior to the settlement date. These transactions may create investment leverage. Recently finalized rules of the Financial Industry Regulatory Authority impose mandatory margin requirements for certain types of when-issued, TBA, or forward commitment transactions, with limited exceptions. Such transactions historically have not been required to be collateralized, and mandatory collateralization could increase the cost of such transactions and impose added operational complexity and may increase the credit risk of such transactions to a Fund.

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Management of the Funds

Investment Adviser

MML Investment Advisers, LLC (“MML Advisers”), a Delaware limited liability company, located at 1295 State Street, Springfield, Massachusetts 01111-0001, is the Funds’ investment adviser and is responsible for providing all necessary investment management and administrative services. MML Advisers, formed in 2013, is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”). Founded in 1851, MassMutual is a mutual life insurance company that provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses. As of September 30, 2022, MML Advisers had assets under management of approximately $41.9 billion.

In 2022, each Fund paid MML Advisers an investment management fee based on a percentage of each Fund’s average daily net assets as follows: 0.30% for the Total Return Bond Fund; 0.39% for the Strategic Bond Fund; 0.50% for the Diversified Value Fund; 0.60% for the Fundamental Value Fund; 0.10% for the S&P 500 Index Fund; 0.69% for the Equity Opportunities Fund; 0.65% for the Fundamental Growth Fund; 0.61% for the Blue Chip Growth Fund; 0.71% for the Growth Opportunities Fund; 0.70% for the Mid Cap Value Fund; 0.75% for the Small Cap Value Equity Fund; 0.85% for the Small Company Value Fund; 0.68% for the Mid Cap Growth Fund; 0.80% for the Small Cap Growth Equity Fund; 0.80% for the Overseas Fund; and 0.00% for the MassMutual Select T. Rowe Price International Equity Fund.

A discussion regarding the basis for the Trustees approving any investment advisory contract of the Funds is available in the Funds’ annual report to shareholders dated September 30, 2022 and the Funds’ semiannual report to shareholders dated March 31, 2022.

Each Fund also pays MML Advisers an administrative and shareholder services fee to compensate it for providing general administrative services to the Funds and for providing or causing to be provided ongoing shareholder servicing to direct and indirect investors in the Funds. MML Advisers pays substantially all of the fee to third parties who provide shareholder servicing and investor recordkeeping services. The fee is calculated and paid based on the average daily net assets attributable to each share class of the Fund separately, and is paid at the following annual rates for each Fund other than the S&P 500 Index Fund: 0.10% for Class R5 shares; 0.20% for Service Class shares; 0.30% for Administrative Class shares; 0.20% for Class R4 shares; 0.30% for Class A shares; 0.20% for Class R3 shares; and 0.10% for Class Y shares. The fee for the S&P 500 Index Fund is paid at the following annual rates: 0.10% for Class R5 shares; 0.25% for Service Class shares; 0.35% for Administrative Class shares; 0.25% for Class R4 shares; 0.35% for Class A shares; and 0.25% for Class R3 shares. Class I shares do not pay any administrative and shareholder services fee.

Subadvisers and Portfolio Managers

MML Advisers contracts with the following subadvisers to help manage the Funds. Subject to the oversight of the Trustees, MML Advisers has the ultimate responsibility to oversee subadvisers and recommend their hiring, termination, and replacement. This responsibility includes, but is not limited to, analysis and review of subadviser performance, as well as assistance in the identification and vetting of new or replacement subadvisers. In addition, MML Advisers maintains responsibility for a number of other important obligations, including, among other things, board reporting, assistance in the annual advisory contract renewal process, and, in general, the performance of all obligations not delegated to a subadviser. MML Advisers also provides advice and recommendations to the Trustees, and performs such review and oversight functions as the Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of each Fund, valuations of portfolio securities, and other matters relating generally to the investment program of each Fund.

MML Advisers is responsible for determining the allocation of portfolio assets and/or cash flows among subadvisers for those Funds with multiple subadvisers.

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AllianceBernstein L.P. (“AllianceBernstein”), located at 501 Commerce Street, Nashville, Tennessee 37203, manages a portion of the portfolio of the Small Company Value Fund. AllianceBernstein is a Delaware limited partnership, the majority limited partnership interests in which are held, directly and indirectly, by its parent company Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. AllianceBernstein Corporation, an indirect wholly-owned subsidiary of EQH, is the general partner of both AllianceBernstein and AllianceBernstein Holding L.P., a publicly traded partnership. As of September 30, 2022, AllianceBernstein managed approximately $613 billion in assets.

James W. MacGregor, CFA

is a portfolio manager of a portion of the Small Company Value Fund. Mr. MacGregor became Chief Investment Officer for U.S. Small and Mid-Cap Value Equities in 2009. From 2004 to 2009 he was the Director of Research for U.S. Small and Mid-Cap Value Equities. Previously, he was a Senior Research Analyst covering the banking, energy, industrial commodity, transportation, and aerospace & defense industries for U.S. Small and Mid-Cap Value Equities. Prior to joining AllianceBernstein in 1998, he was a sell-side research analyst at Morgan Stanley and Co., where he covered U.S. Packaging and Canadian Paper stocks.

Erik A. Turenchalk, CFA

is a portfolio manager of a portion of the Small Company Value Fund. Prior to January 1, 2020, Mr. Turenchalk served as a Global Industrial Sector Leader (2017-2019) and Senior Research Analyst (2012-2019) on the U.S. Small and Mid-Cap Value Equities team, responsible for covering industrial companies. He joined the firm in 1999, and was promoted to research analyst in 2005. From 1999 to 2007, Mr. Turenchalk worked on the Advanced Value Hedge Fund team, primarily researching short-position ideas with an emphasis on the consumer-cyclicals sector. In 2007, he relocated to London to support the firm’s international hedge-fund offerings. In 2010, Mr. Turenchalk returned to New York to oversee the research of short positions for the domestic hedge-fund portfolios. In 2012, he joined the U.S. Small and Mid-Cap Value Equities team. Prior to joining the firm, Mr. Turenchalk was a business analyst at Pratt & Whitney, a United Technologies company.

American Century Investment Management, Inc. (“American Century”), located at 4500 Main Street, Kansas City, Missouri 64111, manages a portion of the portfolio of the Mid Cap Value Fund and Small Company Value Fund. American Century is a privately held subsidiary of American Century Companies, Inc. As of September 30, 2022, American Century had approximately $187.48 billion in total assets under management.

Ryan Cope, CFA

is a portfolio manager of a portion of the Small Company Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. Cope is a Portfolio Manager for American Century. Mr. Cope joined American Century in 2009 and became a portfolio research analyst in 2010, an investment analyst in 2012, and a portfolio manager in 2020.

Jeff John, CFA

is a portfolio manager of a portion of the Small Company Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. John is a Vice President and Senior Portfolio Manager for American Century. He joined American Century in 2008 and became a portfolio manager in 2012.

Michael Liss, CFA

is a portfolio manager of a portion of the Mid Cap Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. Liss is a Vice President and Senior Portfolio Manager for American Century. Mr. Liss joined American Century in 1998 and became a portfolio manager in 2004.

Nathan Rawlins, CFA

is a portfolio manager of a portion of the Mid Cap Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. Rawlins is a Porfolio Manager and Senior Investment Analyst for American Century. Mr. Rawlins joined American Century in 2015 as an investment analyst and became a portfolio manager in 2022.

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Kevin Toney, CFA

is a portfolio manager of a portion of the Mid Cap Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. Toney is the Chief Investment Officer - Global Value Equity, Senior Vice President, and Senior Portfolio Manager for American Century. Mr. Toney joined American Century in 1999 as an investment analyst and became a portfolio manager in 2006.

Brian Woglom, CFA

is a portfolio manager of a portion of the Mid Cap Value Fund, which is managed on a team basis. He is jointly and primarily responsible for the day-to-day management of the portfolio. Mr. Woglom is a Vice President and Senior Portfolio Manager for American Century. Mr. Woglom joined American Century in 2005 as an investment analyst and became a portfolio manager in 2012.

Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”), located at 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, manages a portion of the portfolio of the Fundamental Value Fund and Small Cap Value Equity Fund. Perpetual Limited (ASX: PPT), an Australian financial services company, holds a 75.1% interest in Barrow Hanley. As of September 30, 2022, Barrow Hanley had approximately $39.6 billion in assets under management.

Mark Giambrone

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Giambrone joined Barrow Hanley in 1999 and serves as a Senior Managing Director. Prior to joining Barrow Hanley, Mr. Giambrone served as a portfolio consultant at HOLT Value Associates. During his 31-year investment career, he has also served as a senior auditor/tax specialist for KPMG Peat Marwick and Ernst & Young Kenneth Leventhal.

Coleman Hubbard, CFA

is a portfolio manager of a portion of the Small Cap Value Equity Fund. Mr. Hubbard joined Barrow Hanley in 2012 and serves as a Managing Director. Prior to joining Barrow Hanley, he served as a financial analyst at Edgeview Partners. Mr. Hubbard began his investment career as an analyst at Bank of America Merrill Lynch.

Brad Kinkelaar

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Kinkelaar joined Barrow Hanley in 2017 and serves as a Senior Managing Director. Prior to joining Barrow Hanley, Mr. Kinkelaar was employed by Pacific Investment Management Company (PIMCO) as an equity portfolio manager and head of dividend strategies. During his 27-year investment career, Mr. Kinkelaar served as a managing director and equity portfolio manager at Thornburg Investment Management and as an equity analyst at State Farm Insurance Companies.

Pranay Laharia, CFA

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Laharia joined Barrow Hanley in 2013 and currently serves as a Managing Director. Prior to joining Barrow Hanley, Mr. Laharia served as an analyst for State Street Global Advisors in Ireland, where he led a team that focused on the research of companies in the technology and telecom sectors. His career in the technology sector includes positions at Deutsche Bank Securities, Cambridge Technology Partners, and UOP, a Honeywell Company.

James S. McClure, CFA

is a portfolio manager of a portion of the Small Cap Value Equity Fund. Mr. McClure joined Barrow Hanley in 1995 and serves as a Managing Director. Prior to joining Barrow Hanley, Mr. McClure was employed by Goldman Sachs Asset Management as a vice president and senior portfolio manager, managing the Capital Growth Fund, as well as separate accounts. During his 51-year investment career, he has served as the Chief Investment Officer, and then President and Chief Operating Officer at National Securities and Research Corporation. He also served as the Chief Investment Officer and executive vice president at Oppenheimer & Co., Inc. He managed mutual funds at American Capital Management and Research and was initially a securities analyst at American National Insurance Company.

Michael B. Nayfa, CFA

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Nayfa joined Barrow Hanley in 2008 and currently serves as a Managing Director. During his 19-year investment career, he has served as an

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analyst at HBK and in institutional equity sales at Natexis Bleichroeder. Prior to joining Barrow Hanley, Mr. Nayfa began his career in institutional sales at Sidoti & Company, LLC.

Terry L. Pelzel, CFA

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Pelzel joined Barrow Hanley in 2010 and currently serves as a Managing Director. During his 18-year investment career, he has served as a senior portfolio analyst at Highland Capital Management, LP and as a financial analyst at Houlihan, Lokey, Howard & Zukin, Inc.

Brian F. Quinn, CFA

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Quinn joined Barrow Hanley in 2005 and currently serves as a Managing Director. During his 22-year investment career, he has served as an equity analyst for Clover Partners, LP and as a credit analyst for Frost Bank.

Lewis Ropp

is a portfolio manager of a portion of the Fundamental Value Fund. Mr. Ropp joined Barrow Hanley in 2001 and serves as a Senior Managing Director. Prior to joining Barrow Hanley, Mr. Ropp was employed by Frost Securities where he was a senior equity analyst and a managing director of the Energy Group. Mr. Ropp also served in management positions at Shell Oil Company and as a securities analyst in the energy sector at Howard, Weil, Labouisse, Friedrichs, Inc. prior to joining Frost Securities.

DJ Taylor, CFA, CAIA

is a portfolio manager of a portion of the Small Cap Value Equity Fund. Mr. Taylor joined Barrow Hanley in 2016 and currently serves as a Portfolio Manager and Analyst. Prior to joining Barrow Hanley, Mr. Taylor served as a senior analyst at Value Management Group.

Boston Partners Global Investors, Inc. (“Boston Partners”), located at One Beacon Street, 30th Floor, Boston, Massachusetts 02108, manages a portion of the portfolio of the Fundamental Value Fund. Boston Partners is a registered investment adviser organized in Delaware. As of September 30, 2022, Boston Partners had approximately $81.1 billion in assets under management.

David T. Cohen, CFA

is a portfolio manager for Boston Partners’ Large Cap Value strategy and a portion of the Fundamental Value Fund. Mr. Cohen’s previous experience includes managing a portion of the Boston Partners Long/Short Research strategy and as an equity analyst specializing in the energy sector as well as the engineering & construction, and metals & mining industries. He has deep experience analyzing and understanding capital intensive commodity oriented businesses. Mr. Cohen joined the firm from Loomis Sayles where he had over 8 years of experience as a portfolio manager for their Research Fund, as well as running a global energy hedge fund. As an equity analyst Mr. Cohen covered the energy, materials, and industrials sectors. Prior to joining Loomis Sayles, Mr. Cohen was in consultant relations at MFS Investment Management. Mr. Cohen has 18 years of experience.

Mark E. Donovan, CFA

is the lead portfolio manager for Boston Partners’ Large Cap Value portfolios and a portion of the Fundamental Value Fund. Mr. Donovan was one of the founding partners of Boston Partners Asset Management in 1995. Mr. Donovan joined the firm from The Boston Company where he was Senior Vice President and equity portfolio manager. He also spent five years as a consulting associate with Kaplan, Smith & Associates, and two years as a securities analyst for Value Line Inc. Mr. Donovan has 41 years of investment experience.

David J. Pyle, CFA

is a portfolio manager for Boston Partners’ Large Cap Value portfolios and a portion of the Fundamental Value Fund. Prior to assuming this role, Mr. Pyle was an equity analyst covering the utility, insurance, leisure and lodging, packaging, publishing, and computer equipment and services sectors. Mr. Pyle joined Boston Partners from State Street Research where he was a research analyst and associate portfolio manager in their equity value group. Prior to that, he spent five years with Price Waterhouse. Mr. Pyle has 27 years of investment experience.

Joshua White, CFA

is a portfolio manager for Boston Partners’ Large Cap Value portfolios and a portion of the Fundamental Value Fund. Mr. White’s previous experience includes managing a portion of the Boston Partners

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Long/Short Research strategy while covering multiple economic sectors, including basic industries, consumer durables, and capital goods. Mr. White was also a portfolio manager on the Boston Partners Global Equity and International Equity strategies and before that, he was a global generalist providing fundamental research on global equities. Mr. White has 16 years of industry experience.

Brandywine Global Investment Management, LLC (“Brandywine Global”), located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, manages a portion of the portfolio of the Strategic Bond Fund and Diversified Value Fund. Founded in 1986, Brandywine Global offers an array of equity, fixed income, and balanced portfolios that invest in U.S., international, and global markets. Brandywine Global is an indirect wholly-owned, independently operated, subsidiary of Franklin Resources, Inc, a publicly-traded global investment management organization (New York Stock Exchange (“NYSE”): BEN). Brandywine Global also operates two affiliated companies with offices in Singapore and London. As of September 30, 2022, Brandywine Global managed approximately $55.3 billion in assets.

Tracy Chen, CFA, CAIA

is a portfolio manager of a portion of the Strategic Bond Fund. Ms. Chen is a portfolio manager on Brandywine Global’s Global Fixed Income team. Prior to joining Brandywine Global in 2008, she was with UBS Investment Bank as Director of Structured Products, GMAC Mortgage Group (focusing on mortgage whole loan pricing and trading), and Deloitte Consulting.

Joseph J. Kirby

is a portfolio manager of a portion of the Diversified Value Fund. Mr. Kirby is lead portfolio manager for Brandywine Global’s Diversified Large Cap Value Equity strategy. He serves as a portfolio manager and securities analyst on the Diversified Value Equity team. Mr. Kirby contributes to the quantitative and fundamental analysis of securities for the Diversified Value Equity portfolios by consistently applying Brandywine Global’s disciplined management exclusionary process. Since joining the firm and Diversified Team in 1995, he has been involved in each aspect of the portfolio process, including leading the trading efforts for all Diversified portfolios from 1997 through 2000. Prior to joining Brandywine Global, Mr. Kirby was with CoreStates Financial Corporation as an auditor (1992 – 1994).

Brian Kloss, JD, CPA

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Kloss is a portfolio manager on Brandywine Global’s Global Fixed Income team. Prior to joining Brandywine Global in 2009, he was co-portfolio manager at Dreman Value Management, LLC (2007-2009); high yield analyst/trader at Gartmore Global Investments (2002-2007); high yield and equity portfolio manager and general analyst at Penn Capital Management, Ltd. (2000-2002); an analyst with The Concord Advisory Group, Ltd. (1998-2000); and an international tax consultant with Deloitte & Touche LLP (1995-1998).

Jack McIntyre, CFA

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. McIntyre is a portfolio manager on Brandywine Global’s Global Fixed Income and related strategies. Prior to joining Brandywine Global in 1998, he held positions as market strategist with McCarthy, Crisanti & Maffei, Inc. (1995-1998); senior fixed income analyst with Technical Data, a division of Thomson Financial Services (1992-1995); quantitative associate with Brown Brothers Harriman & Co. (1990), and investment analyst with the Public Employee Retirement Administration of Massachusetts (1987-1989).

Henry F. Otto

is a portfolio manager of a portion of the Diversified Value Fund. Mr. Otto, Managing Director and Portfolio Manager of Brandywine Global, is the founder and co-lead portfolio manager of Brandywine Global’s Diversified Value Equity strategies. Prior to joining Brandywine Global in 1988, he was with Dimensional Fund Advisors, Inc., where he managed and traded small cap portfolios and developed computer systems to structure portfolios and analyze performance (1984 – 1987), and the Chicago Board of Trade as a financial economist developing financial-based futures and options (1982 – 1984). Mr. Otto is a member of the firm’s Executive Board.

Anujeet Sareen, CFA

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Sareen is a portfolio manager on Brandywine Global’s Global Fixed Income and related strategies. Prior to joining Brandywine Global in

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2016, he was a managing director of global fixed income and a global macro strategist, as well as chair of the Currency Strategy Group at Wellington Management in Boston. Over his 22-year career at Wellington Management (1994-2016), he held a variety of roles while cultivating extensive fixed income and currency management experience.

Steven M. Tonkovich

is a portfolio manager of a portion of the Diversified Value Fund. Mr. Tonkovich, Managing Director and Portfolio Manager of Brandywine Global, is co-lead portfolio manager of the Diversified Value Equity strategies. He plays an integral role in the team’s continual refinement of the Diversified Value Equity investment process and the firm’s ongoing research into value investing. Prior to joining the firm in 1989, he was with the Wharton School of the University of Pennsylvania as a research analyst in the Finance Department (1987 – 1989); and the Moore School of Electrical Engineering of the University of Pennsylvania as a research assistant (1986 – 1987). Mr. Tonkovich is a member of the firm’s Executive Board.

Frontier Capital Management Company, LLC (“Frontier”), located at 99 Summer Street, Boston, Massachusetts 02110, manages a portion of the portfolio of the Mid Cap Growth Fund. Frontier was founded in 1980 and since 2000 has been a Delaware limited liability company with senior professionals of the firm sharing ownership with Affiliated Managers Group, Inc. As of September 30, 2022, Frontier had approximately $8.7 billion in assets under management.

Ravi Dabas

is a portfolio manager of a portion of the Mid Cap Growth Fund. Mr. Dabas joined Frontier in 2007 as an equity research analyst. He assumed portfolio management responsibilities for Frontier’s Mid Cap Growth portfolios in 2019.

Christopher J. Scarpa

is a portfolio manager of a portion of the Mid Cap Growth Fund. Mr. Scarpa joined Frontier in 2001 as an equity research analyst. He assumed portfolio management responsibilities for Frontier’s Mid Cap Growth portfolios in 2010.

Harris Associates L.P. (“Harris”), located at 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606, manages a portion of the portfolio of the Overseas Fund. Harris is a limited partnership managed by its general partner, Harris Associates, Inc. (“HAI”). Harris and HAI are wholly-owned subsidiaries of Natixis Investment Managers, LLC, which is an indirect subsidiary of Natixis Investment Managers, an international asset management group based in Paris, France, that is part of the Global Financial services division of Groupe BPCE. Natixis Investment Managers, LLC is wholly owned by Natixis, a French investment banking and financial services firm. Natixis is wholly owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. Together with its predecessor firms, Harris has advised and managed mutual funds since 1970. Harris managed approximately $86 billion in assets as of September 30, 2022.

David G. Herro, CFA

is a portfolio manager of a portion of the Overseas Fund. Mr. Herro is the Deputy Chairman, the Chief Investment Officer of International Equities, and a Portfolio Manager at Harris. Prior to joining Harris in 1992, Mr. Herro worked as a portfolio manager for The Principal Financial Group from 1986 to 1989 and as a portfolio manager for The State of Wisconsin Investment Board from 1989 to 1992.

Michael L. Manelli, CFA

is a portfolio manager of a portion of the Overseas Fund. Mr. Manelli is a Vice President, a Portfolio Manager, and an International Investment Analyst at Harris. Prior to joining Harris in 2005, Mr. Manelli was a Research Associate/Analyst at Morgan Stanley from 2001 to 2005.

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Invesco Advisers, Inc. (“Invesco Advisers”), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, manages a portion of the portfolio of the Small Cap Growth Equity Fund. Invesco Advisers, as successor in interest to multiple investment advisers, is an indirect wholly-owned subsidiary of Invesco Ltd., a publicly traded company that, through its subsidiaries, engages in the business of investment management on an international basis. As of September 30, 2022, Invesco Advisers had approximately $653.7 billion in assets under management.

Ash Shah, CFA

is a co-portfolio manager of a portion of the Small Cap Growth Equity Fund. Mr. Shah is a portfolio manager at Invesco Advisers. He has been associated with Invesco Advisers and/or its affiliates since 2019. Prior to 2019, he was a Senior Portfolio Manager at OFI Global Institutional, Inc. (“OFI Global”) since February 2014. Mr. Shah was a Senior Research Analyst of OFI Global from February 2006 to February 2014. Prior to joining OFI Global, Mr. Shah was a Vice President and Senior Analyst with Merrill Lynch Investment Managers. Prior to that, he was a Vice President and Senior Analyst for BlackRock Financial Management.

Ronald Zibelli, Jr., CFA

is a co-portfolio manager of a portion of the Small Cap Growth Equity Fund. Mr. Zibelli is a portfolio manager at Invesco Advisers. He has been associated with Invesco Advisers and/or its affiliates since 2019. Prior to 2019, he was a Senior Portfolio Manager at OFI Global Institutional, Inc. (“OFI Global”) since May 2006. Prior to joining OFI Global, he spent six years at Merrill Lynch Investment Managers, during which time he was a Managing Director and Small Cap Growth Team Leader, responsible for managing 11 portfolios. Prior to joining Merrill Lynch Investment Managers, Mr. Zibelli spent 12 years with Chase Manhattan Bank, including two years as Senior Portfolio Manager (U.S. Small Cap Equity) at Chase Asset Management.

Jackson Square Partners, LLC (“Jackson Square”), is located at One Letterman Drive, Building A, Suite A3-200, San Francisco, California 94129 and manages a portion of the portfolio of the Growth Opportunities Fund. Jackson Square is a limited liability company organized under the laws of Delaware. Jackson Square is jointly owned by California Street Partners, LP, which is beneficially owned by its portfolio management team and other employees of Jackson Square, and its minority owner, JSP Acquisition LLC, a wholly-owned subsidiary of Affiliated Managers Group, Inc., a publicly traded holding company. As of September 30, 2022, Jackson Square had approximately $4.0 billion in assets under management.

Christopher M. Ericksen, CFA

is a portfolio manager of a portion of the Growth Opportunities Fund. Mr. Ericksen is a Portfolio Manager and Analyst at Jackson Square. Jackson Square manages large-cap growth, smid-cap growth, and global growth portfolios. Prior to joining Jackson Square, he was a portfolio manager and equity analyst on Delaware Investments’ Focus Growth Equity team from April 2005 to April 2014. Prior to joining Delaware Investments, Mr. Ericksen was a portfolio manager at Transamerica Investment Management, where he also managed institutional separate accounts. Before joining Transamerica in 2004, he was a vice president at Goldman Sachs. During his 10 years there, he worked in investment banking as well as investment management. Mr. Ericksen is expected to step down as portfolio manager of the Growth Opportunities Fund on June 30, 2023.

William Montana

is a portfolio manager for a portion of the Growth Opportunities Fund. Mr. Montana is a Portfolio Manager and Analyst at Jackson Square. Jackson Square manages large-cap growth, smid-cap growth, and global growth portfolios. Mr. Montana joined Jackson Square in September 2014. Prior to joining Jackson Square, he was an associate at TPG Capital, a private equity firm, from August 2011 to August 2014, focusing on growth capital opportunities. Before that, Mr. Montana spent two years at Goldman Sachs as an investment banking analyst, focusing on financial institutions.

Brian Tolles

is expected to become a portfolio manager of a portion of the Growth Opportunities Fund on July 1, 2023. Mr. Tolles is a Portfolio Manager and Analyst at Jackson Square. Jackson Square manages large-cap growth, smid-cap growth, and global growth portfolios. Mr. Tolles joined Jackson Square as an analyst in

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February 2016 and was promoted to portfolio manager in January 2019. Prior to joining Jackson Square, he was an investment banking analyst at Qatalyst Partners from June 2014 to January 2016, focusing on technology companies.

Jeffrey S. Van Harte, CFA

is a portfolio manager of a portion of the Growth Opportunities Fund. Mr. Van Harte is Co-Chairman and Co-Chief Investment Officer of Jackson Square, which manages large-cap growth, smid-cap growth, and global growth portfolios. Prior to joining Jackson Square, he was the chief investment officer for Delaware Investments’ Focus Growth Equity team from April 2005 to April 2014. Prior to joining Delaware Investments, Mr. Van Harte was a principal and executive vice president at Transamerica Investment Management. He has been managing portfolios and separate accounts for 38 years. Before becoming a portfolio manager, Mr. Van Harte was a securities analyst and trader for Transamerica Investment Services, which he joined in 1980. Mr. Van Harte is expected to step down as portfolio manager of the Growth Opportunities Fund on June 30, 2023.

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), located at One Financial Center, Boston, Massachusetts 02111, manages a portion of the portfolio of the Blue Chip Growth Fund. Loomis Sayles is a Delaware limited partnership. Loomis Sayles’ sole general partner, Loomis, Sayles & Company, Inc. is directly owned by Natixis Investment Managers, LLC (“Natixis LLC”). Natixis LLC is an indirect subsidiary of Natixis Investment Managers, an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is wholly-owned by Groupe BPCE, France’s second largest banking group. Groupe BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. As of September 30, 2022, Loomis Sayles managed approximately $277.5 billion in assets.

Aziz V. Hamzaogullari, CFA

is the portfolio manager of a portion of the Blue Chip Growth Fund. Mr. Hamzaogullari is the Chief Investment Officer and Founder of the Growth Equity Strategies Team at Loomis Sayles. He is the portfolio manager of the Loomis Sayles large cap, all cap, global, and international growth strategies, including the Loomis Sayles Growth, Global Growth, and International Growth mutual funds and products outside the U.S. Mr. Hamzaogullari is also an Executive Vice President and a member of the Board of Directors at Loomis Sayles. Mr. Hamzaogullari joined Loomis Sayles in 2010 from Evergreen Investments where he was a senior portfolio manager and managing director. He joined Evergreen in 2001, was promoted to director of research in 2003 and portfolio manager in 2006. He was head of Evergreen’s Berkeley Street Growth Equity team and was founder of the research and investment process. Prior to Evergreen, Mr. Hamzaogullari was a senior equity analyst and portfolio manager at Manning & Napier Advisors. Mr. Hamzaogullari has 29 years of investment industry experience.

Massachusetts Financial Services Company (“MFS”), located at 111 Huntington Avenue, Boston, Massachusetts 02199-7618, manages a portion of the portfolio of the Overseas Fund. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). As of September 30, 2022, the MFS organization had approximately $508 billion in net assets under management.

Filipe Benzinho

is a portfolio manager of a portion of the Overseas Fund. Mr. Benzinho, an Investment Officer of MFS, has been employed in the investment area of MFS since 2009.

Daniel Ling

is a portfolio manager of a portion of the Overseas Fund. Mr. Ling, an Investment Officer of MFS, has been employed in the investment area of MFS since 2006.

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Metropolitan West Asset Management, LLC (“MetWest”), located at 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017, manages the investments of the Total Return Bond Fund. A team of investment professionals manages the Fund. The team consists of three investment professionals: Laird R. Landmann, President and Generalist Portfolio Manager, Stephen M. Kane, CFA, Group Managing Director and Generalist Portfolio Manager, and Bryan T. Whalen, CFA, Group Managing Director and Generalist Portfolio Manager. In addition to co-managing the security selection and trade execution process along with Mr. Landmann as Generalist Portfolio Managers, Messrs. Kane and Whalen serve as Co-Chief Investment Officers, with responsibility for developing the U.S. Fixed Income Group’s long-term economic outlook that guides strategies. Messrs. Landmann and Kane founded MetWest in August 1996. Mr. Whalen has been with MetWest since May 2004. MetWest is an indirect wholly-owned subsidiary of The TCW Group, Inc. (“TCW”). MetWest, together with TCW and its other subsidiaries, which provide a variety of investment management and investment advisory services, had approximately $205.5 billion in assets under management or committed to management, including $179.6 billion of U.S. fixed income investments, as of September 30, 2022.

Stephen M. Kane, CFA

is a portfolio manager of the Total Return Bond Fund. Mr. Kane, a Group Managing Director, is a Generalist Portfolio Manager and Co-Chief Investment Officer for the U.S. Fixed Income Group. He joined TCW in 2009 during the acquisition of MetWest. At MetWest, Mr. Kane was responsible for leading MetWest’s AlphaTrak, Ultra Short and Liability Driven Investment (LDI) products, and he co-manages many of the firm’s mutual funds. Under his co-leadership, the MetWest investment team was recognized as Morningstar’s Fixed Income Manager of the Year for 2005. Prior to establishing MetWest, Mr. Kane was a fixed income portfolio manager at Hotchkis and Wiley. He also served as a Vice President at PIMCO.

Laird R. Landmann

is a portfolio manager of the Total Return Bond Fund. Mr. Landmann, the President of MetWest, is a Generalist Portfolio Manager in the U.S. Fixed Income Group. He joined TCW in 2009 during the acquisition of MetWest. Mr. Landmann currently serves on the boards of the TCW and Metropolitan West Mutual Funds. Mr. Landmann currently co-manages many of TCW and MetWest’s mutual funds, including the MetWest Total Return Bond Fund, MetWest High Yield Bond Fund, and TCW Core Fixed Income Fund, and leads the fixed income group’s risk management efforts. He is a leader of the MetWest investment team that was recognized as Morningstar’s Fixed Income Manager of the Year for 2005 and has been nominated for the award eight times. Prior to founding MetWest in 1996, Mr. Landmann was a principal and the co-director of fixed income at Hotchkis and Wiley. He also served as a portfolio manager and vice president at PIMCO.

Bryan T. Whalen, CFA

is a portfolio manager of the Total Return Bond Fund. Mr. Whalen, a Group Managing Director, is a Generalist Portfolio Manager and Co-Chief Investment Officer for the U.S. Fixed Income Group. He joined TCW in 2009 during the acquisition of MetWest as co-head of the Securitized Products division. Prior to joining TCW, Mr. Whalen was a partner and co-head of MetWest’s Securitized Products division. Prior to joining MetWest in 2004, he was a director in the fixed income department at Credit Suisse First Boston in New York. Previously, he was a vice president at Donaldson, Lufkin & Jenrette.

Northern Trust Investments, Inc. (“NTI”), located at 50 South LaSalle Street, Chicago, Illinois 60603, manages the investments of the S&P 500 Index Fund. NTI, a subsidiary of Northern Trust Corporation, is an Illinois State Banking Corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies, and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. As of September 30, 2022, Northern Trust Corporation, through its affiliates, had assets under custody of $12.8 trillion and assets under investment management of $1.2 trillion.

Brent Reeder

is primarily responsible for the day-to-day management of the S&P 500 Index Fund. Mr. Reeder is a Senior Vice President at NTI where he is responsible for index equity management in the United States. Mr. Reeder joined NTI in 1998.

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PanAgora Asset Management, Inc. (“PanAgora”), a Delaware corporation located at One International Place, 24th Floor, Boston, Massachusetts 02110, manages a portion of the portfolio of the Mid Cap Value Fund. PanAgora was organized in 1985 and incorporated in 1989. All voting interests in PanAgora are owned by Power Corporation of Canada, indirectly through a series of subsidiaries (including Power Financial Corporation, Great West Lifeco Inc., and Putnam Investments, LLC). In addition, certain PanAgora employees own non-voting interests in PanAgora via PanAgora’s management equity plan. Assuming all employee stock and options are issued and exercised, up to 20% of the economic interests in PanAgora can be owned, in the aggregate, by PanAgora employees. As of September 30, 2022, PanAgora had approximately $30.67 billion in assets under management.

George D. Mussalli, CFA

is the Head of Equity Research and Chief Investment Officer of Equity Investments at PanAgora. He manages a portion of the Mid Cap Value Fund. Mr. Mussalli is responsible for the oversight of PanAgora’s Dynamic and Stock Selector Equity strategies, as well as the Equity Trading & Implementation, Data Science, and Portfolio Strategy teams. Mr. Mussalli joined PanAgora in 2004.

Richard Tan, CFA

is a Managing Director and Head of Stock Selector Equity Investments at PanAgora. He manages a portion of the Mid Cap Value Fund. Mr. Tan is responsible for the oversight and management of PanAgora’s Stock Selector Equity Investments team. Mr. Tan joined PanAgora in 2008.

Sands Capital Management, LLC (“Sands Capital”), located at 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209, manages a portion of the portfolio of the Growth Opportunities Fund. As of September 30, 2022, Sands Capital had approximately $38.6 billion in discretionary assets under management.

Wesley A. Johnston, CFA

is a portfolio manager of a portion of the Growth Opportunities Fund. Mr. Johnston, Senior Portfolio Manager and Research Analyst, has been with Sands Capital since 2004.

Frank M. Sands, CFA

is a portfolio manager of a portion of the Growth Opportunities Fund. Mr. Sands, Chief Investment Officer and Chief Executive Officer, has been with Sands Capital since June 2000. Before joining Sands Capital, he was a Research Analyst, Portfolio Manager, and Principal at Fayez Sarofim & Co. from August 1994 to June 2000.

Thomas H. Trentman, CFA

is a portfolio manager of a portion of the Growth Opportunities Fund. Mr. Trentman, Senior Portfolio Manager and Research Analyst, has been with Sands Capital since 2005.

Thompson, Siegel & Walmsley LLC (“TSW”), a Delaware limited liability company located at 6641 West Broad Street, Suite 600, Richmond, Virginia 23230, manages a portion of the portfolio of the Mid Cap Value Fund. TSW is an indirect wholly-owned subsidiary of Perpetual Limited and a direct subsidiary of Pendal (USA) Inc. Since 1970, TSW has provided investment management services to corporations, pensions and profit-sharing plans, 401(k) and thrift plans, trusts, estates, and other institutions and individuals. As of September 30, 2022, TSW managed approximately $17.5 billion in assets.

R. Michael Creager, CFA

is a co-portfolio manager of a portion of the Mid Cap Value Fund. Mr. Creager has been a research analyst with TSW since he joined the firm in 2006.

Brett P. Hawkins, CFA

is a co-portfolio manager of a portion of the Mid Cap Value Fund. Mr. Hawkins was appointed Chief Investment Officer of TSW in January 2015. He joined the firm in 2001.

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T. Rowe Price Associates, Inc. (“T. Rowe Price”), located at 100 East Pratt Street, Baltimore, Maryland 21202, manages the investments of the MassMutual Select T. Rowe Price International Equity Fund and a portion of the portfolio of the Diversified Value Fund, Equity Opportunities Fund, Blue Chip Growth Fund, and Mid Cap Growth Fund. T. Rowe Price, a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly-traded financial services holding company, has been managing assets since 1937. In addition, T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”) serves as sub-subadviser for the Mid Cap Growth Fund and each of T. Rowe Price International Ltd (“T. Rowe Price International”), T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”), and T. Rowe Price Singapore Private Ltd. (“T. Rowe Price Singapore”) serves as sub-subadviser for the MassMutual Select T. Rowe Price International Equity Fund and, subject to the supervision of T. Rowe Price, is authorized to make discretionary investment decisions on behalf of a Fund (which includes selecting foreign investments in developed and emerging market countries). Subject to the supervision of T. Rowe Price, T. Rowe Price Investment Management, T. Rowe Price International, and T. Rowe Price Hong Kong are authorized to trade securities, while T. Rowe Price Singapore is authorized to delegate the trading of securities to an affiliate. T. Rowe Price Investment Management is a wholly-owned subsidiary of T. Rowe Price and its address is 100 East Pratt Street, Baltimore, Maryland 21202. T. Rowe Price International is a wholly-owned subsidiary of T. Rowe Price and its address is 60 Queen Victoria Street, London, England EC4N 4TZ. T. Rowe Price Hong Kong is a wholly-owned subsidiary of T. Rowe Price International and its address is 6/F Chater House, 8 Connaught Place, Central Hong Kong. T. Rowe Price Singapore is a wholly-owned subsidiary of T. Rowe Price International and its address is 501 Orchard Road, #10-02 Wheelock Place, Singapore, 238880. As of September 30, 2022, T. Rowe Price and its affiliates had approximately $1.23 trillion in assets under management.

T. Rowe Price Investment Management was added as a sub-subadviser of the Mid Cap Growth Fund on March 7, 2022.

Malik Asif

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. Asif is a Vice President and Portfolio Manager for T. Rowe Price International. He joined T. Rowe Price in 2012 and his investment experience dates from 2007. During the past five years, Mr. Asif has served as an associate portfolio manager of the emerging markets strategy for T. Rowe Price (beginning in 2018) and, prior to that, as an analyst for T. Rowe Price covering the financial sector in emerging markets. Mr. Asif is expected to step down as portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund on April 1, 2023.

Brian W. H. Berghuis, CFA

is the portfolio manager of a portion of the Mid Cap Growth Fund. Mr. Berghuis is a Vice President and Portfolio Manager for T. Rowe Price Investment Management. He joined T. Rowe Price in 1985 and his investment experience dates from 1983. Mr. Berghuis has served as a portfolio manager for T. Rowe Price or T. Rowe Price Investment Management throughout the past five years.

Richard N. Clattenburg, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. Clattenburg is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2005 and his investment experience dates from 2003. Mr. Clattenburg has served as an equity research analyst and portfolio manager (beginning in 2015) for T. Rowe Price.

Paul D. Greene II

is the portfolio manager of a portion of the Blue Chip Growth Fund. Mr. Greene is a Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2006 and his investment experience dates from that time. Mr. Greene has served as a portfolio manager and associate portfolio manager for T. Rowe Price throughout the past five years.

John D. Linehan, CFA

is the portfolio manager of a portion of the Diversified Value Fund and Equity Opportunities Fund. Mr. Linehan is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 1998 and his investment experience dates from 1989. Mr. Linehan has served as a portfolio manager for T. Rowe Price throughout the past five years.

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Colin McQueen

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. McQueen is a Vice President and Portfolio Manager for T. Rowe Price International. He joined T. Rowe Price International in 2019 and his investment experience dates from 1990. Prior to joining T. Rowe Price International, Mr. McQueen served as Head of the Global Value team at Sanlam Investments (Pty) Ltd (formerly Sanlam FOUR Investments UK Limited), where he also had portfolio management responsibilities for two global value funds.

Raymond A. Mills, Ph.D., CFA

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. Mills is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 1997 and his investment experience dates from that time. Mr. Mills has served as a portfolio manager for T. Rowe Price throughout the past five years.

Eric Moffett

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. Moffett is a Vice President and Portfolio Manager for T. Rowe Price Singapore. He joined T. Rowe Price in 2007 and his investment experience dates from 2000. Mr. Moffett has served as a portfolio manager for T. Rowe Price throughout the past five years.

Ernest C. Yeung, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price International Equity Fund. Mr. Yeung is a Vice President and Portfolio Manager for T. Rowe Price Hong Kong. He joined T. Rowe Price International in 2003 and his investment experience dates from 2001. Mr. Yeung has served as a portfolio manager for T. Rowe Price Hong Kong throughout the past five years.

Wellington Management Company LLP (“Wellington Management”), a Delaware limited liability partnership with principal offices located at 280 Congress Street, Boston, Massachusetts 02210, manages a portion of the portfolio of the Equity Opportunities Fund, Fundamental Growth Fund, Small Cap Value Equity Fund, and Small Cap Growth Equity Fund. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 90 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of September 30, 2022, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1,096.5 billion in assets.

Daniel J. Fitzpatrick, CFA

has been involved in portfolio management and securities analysis for the portion of the Small Cap Growth Equity Fund managed in the small capitalization opportunities style since 2001. Mr. Fitzpatrick is a Senior Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 1998.

Edmond C. Griffin, CFA

has served as a portfolio manager of a portion of the Small Cap Value Equity Fund since 2020. Mr. Griffin is a Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 2008.

Donald J. Kilbride

has served as the portfolio manager of a portion of the Equity Opportunities Fund since 2017. Mr. Kilbride is a Senior Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 2002.

Timothy N. Manning

has served as the portfolio manager of a portion of the Fundamental Growth Fund since 2020. Mr. Manning is a Senior Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 2007.

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Shaun F. Pedersen

has served as portfolio manager of a portion of the Small Cap Value Equity Fund since 2009. Mr. Pedersen is a Senior Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 2004.

Ranjit Ramachandran, CFA

has been involved in portfolio management and securities analysis for the portion of the Small Cap Growth Equity Fund managed in the small capitalization growth style since 2022. Mr. Ramachandran is a Managing Director and Equity Portfolio Manager of Wellington Management and joined the firm as an investment professional in 2014.

John V. Schneider, CFA

has been involved in portfolio management and securities analysis for the portion of the Small Cap Growth Equity Fund managed in the small capitalization growth style since 2018. Mr. Schneider is a Managing Director and Equity Research Analyst of Wellington Management and joined the firm as an investment professional in 2016.

Danielle S. Williams, CFA

has served as a portfolio manager of a portion of the Small Cap Value Equity Fund since 2022. Ms. Williams is a Managing Director and Equity Research Analyst of Wellington Management and joined the firm as an investment professional in 2014.

Western Asset Management Company, LLC (“Western Asset”), established in 1971, is located at 385 E. Colorado Boulevard, Pasadena, California 91101. Western Asset Management Company Limited (“Western Asset Limited”) was founded in 1984 and is located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom. As of September 30, 2022, total assets under management by Western Asset and Western Asset Limited were approximately $375.5 billion and $28.04 billion, respectively. Western Asset Limited is affiliated with Western Asset, jointly managing a portion of the portfolio of the Strategic Bond Fund. Western Asset Limited provides certain subadvisory services relating to currency transactions and investments in non-U.S. dollar denominated securities and related foreign currency instruments. Expertise from Western Asset Limited’s investment professionals add local sector investment experience as well as the ability to trade in local markets. Western Asset and Western Asset Limited maintain constant interaction and coordination between their investment professionals to maintain a unified and cohesive investment management approach.

John L. Bellows, CFA, PhD

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Bellows is a Portfolio Manager at the Firm. He joined the Firm in 2012 as an Investment Management Strategy Analyst before assuming his current role. Prior to joining the Firm, Mr. Bellows served at the U.S. Department of the Treasury, as the Acting Assistant Secretary for Economic Policy.

S. Kenneth Leech

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Leech is the Chief Investment Officer and a Portfolio Manager at the Firm. Prior to joining the Firm in 1990, he worked as a portfolio manager at Greenwich Capital Markets, The First Boston Corporation, and National Bank of Detroit.

Mark S. Lindbloom

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Lindbloom is a Portfolio Manager at the Firm. Prior to joining the Firm in 2005, he worked as a portfolio manager at Citigroup Asset Management and Brown Brothers Harriman & Co.

Frederick R. Marki, CFA

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Marki is a Portfolio Manager at the Firm. Prior to joining the Firm in 2005, Mr. Marki was Senior Portfolio Manager with Citigroup Asset Management, Portfolio Manager with UBS, and Vice President with Merrill Lynch.

Julien A. Scholnick, CFA

is a portfolio manager of a portion of the Strategic Bond Fund. Mr. Scholnick is a Portfolio Manager at the Firm. Prior to joining the Firm in 2003, Mr. Scholnick served as an Associate in the Private Client Group with Salomon Smith Barney, as a Senior Analyst with Digital Coast Partners, and as a Senior Analyst with Arthur Andersen, LLP.

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Westfield Capital Management, L.P. (“Westfield”), located at One Financial Center, Boston, Massachusetts 02111, manages a portion of the portfolio of the Fundamental Growth Fund. Westfield has been a registered investment adviser since 1989. Westfield is 100% employee owned. As of September 30, 2022, Westfield managed approximately $12.8 billion in assets.

Investment decisions for the Fund are made by consensus of the Westfield Investment Committee (the “Committee”), which is chaired by William A. Muggia. Although the Committee collectively acts as portfolio manager for the Fund, Westfield lists the following Committee members, based either on seniority or role within the Committee, as having day-to-day management responsibilities.

Richard D. Lee, CFA

is a Managing Partner and Deputy Chief Investment Officer of Westfield, and a portfolio manager of a portion of the Fundamental Growth Fund. Mr. Lee covers Hardware, Semiconductors, and IT Services. He has been at Westfield since 2004 and has managed the Fundamental Growth Fund since March 2020.

Ethan J. Meyers, CFA

is a Managing Partner and Director of Research of Westfield, and a portfolio manager of a portion of the Fundamental Growth Fund. Mr. Meyers covers Financial Technology and Business Services. He has been at Westfield since 1999 and has managed the Fundamental Growth Fund since March 2020.

William A. Muggia

is President, Chief Executive Officer, Chief Investment Officer, and Managing Partner of Westfield, and a portfolio manager of a portion of the Fundamental Growth Fund. Mr. Muggia covers the Healthcare and Energy sectors, as well as provides overall market strategy. He has been at Westfield since 1994 and has managed the Fundamental Growth Fund since March 2020.

The Funds’ SAI provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio managers, and each portfolio manager’s ownership of securities in the relevant Fund.

MML Advisers has received exemptive relief from the Securities and Exchange Commission (“SEC”) to permit it to change subadvisers or hire new subadvisers for a number of the series of the Trust from time to time without obtaining shareholder approval. (In the absence of that exemptive relief, shareholder approval might otherwise be required.) Several other mutual fund companies have received similar relief. MML Advisers believes having this authority is important, because it allows MML Advisers to remove and replace a subadviser in a quick, efficient, and cost-effective fashion when, for example, the subadviser’s performance is inadequate or the subadviser no longer is able to meet a Trust series’ investment objective and strategies. Pursuant to the exemptive relief, MML Advisers will provide to a Fund’s shareholders, within 90 days of the hiring of a new subadviser, an information statement describing the new subadviser. MML Advisers will not rely on this authority for any Fund unless the Fund’s shareholders have approved this arrangement. As of the date of this Prospectus, this exemptive relief is available to each Fund.

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About the Classes of Shares – I, R5, Service, Administrative, R4, A, R3, and Y Shares

Choosing a Share Class.

Each Fund (other than the S&P 500 Index Fund and MassMutual Select T. Rowe Price International Equity Fund) offers eight classes of shares; however, for certain Funds, Class Y shares are not currently available for purchase. The S&P 500 Index Fund does not offer Class Y shares, and the MassMutual Select T. Rowe Price International Equity Fund only offers Class I shares.

The only differences among the various classes are that (a) each class is subject to different expenses specific to that class, including any expenses under a Rule 12b-1 Plan and administrative and shareholder service expenses; (b) each class has a different class designation; (c) each class has exclusive voting rights with respect to matters solely affecting such class; and (d) each class has different exchange privileges. Not all of the classes of a Fund are available in every state.

Determining which share class is best for you depends on the dollar amount you are investing and the number of years for which you are willing to invest. Based on your personal situation, your financial intermediary can help you decide which class of shares makes the most sense for you. A financial intermediary is entitled to receive compensation for purchases made through the financial intermediary. The Funds, the transfer agent, and MML Distributors, LLC (the “Distributor”) do not provide investment advice.

Investors may receive different levels of service in connection with investments in different classes of shares, and intermediaries may receive different levels of compensation in connection with selling different classes of shares. For additional information, call us toll free at 1-888-309-3539 or contact a sales representative or financial intermediary who offers the classes.

Fees and Expenses.

Different classes of shares are subject to different fees and expenses. A class’s fees and expenses will affect the performance of that class.

•

Administrative and Shareholder Services Fee: Shares of all classes, except Class I shares, are subject to an administrative and shareholder services fee. This fee is described above under “Management of the Funds – Investment Adviser.”

•

Servicing or Distribution Fees: Class R4, Class A, and Class R3 shares are subject to servicing

or distribution fees paid under a Rule 12b-1 Plan. These fees are described below in “Distribution Plan, Shareholder Servicing, and Payments to Intermediaries.”

For actual past expenses of Class I, Class R5, Service Class, Administrative Class, Class R4, Class A, and Class R3 shares, see the “Financial Highlights” tables later in this Prospectus.

Purchasing Shares.

Different classes of shares are available to different investors and from different sources.

•

Institutional Distribution Channels: Class I, Class R5, Service Class, and Administrative Class shares are offered primarily to institutional investors through institutional distribution channels. These channels include employer-sponsored retirement plans or through broker-dealers, financial institutions, and insurance companies. Additionally, advisory or fee-based programs sponsored by a broker-dealer or financial institution, such as a bank or trust company, may, by agreement with the Distributor or MML Advisers, make available to its program participants one or more of the above share classes.

Class R4, Class A, Class R3, and Class Y shares are offered primarily through other distribution channels, such as broker-dealers or financial institutions.

Class I, Class A, and Class Y shares may be purchased by individual investors through a financial intermediary or through a product sponsored by a financial intermediary.

•

Investment Accounts and Plans: Class I, Class R5, Service Class, Administrative Class, Class R4, Class A, and Class R3 shares are available for purchase by insurance company separate investment accounts, qualified plans under Section 401(a) of the Code, Code Section 403(b) plans, Code Section 457 plans, non-qualified deferred compensation plans, and other institutional investors.

•

Funds: Class I, Class R5, and Service Class shares are available for purchase by mutual funds and collective trust funds.

•

Section 501(c)(9) Associations: Class R5, Class R4, Class A, and Class R3 shares may be purchased by voluntary employees’ beneficiary associations described in Code Section 501(c)(9).

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•

Individual Retirement Accounts: Class A shares of any Fund, with the exception of the Total Return Bond Fund and S&P 500 Index Fund, may be purchased by individual retirement accounts described in Code Section 408. Class R4 shares of the Total Return Bond Fund and S&P 500 Index Fund may also be purchased by individual retirement accounts described in Code Section 408.

A plan or institutional investor will be permitted to purchase Class I, Class R5, Service Class, Administrative Class, Class R4, Class A, or Class R3 shares based upon the expected size (over time), servicing needs, or distribution or servicing costs for the plan or institutional investor as determined by the Distributor or a financial intermediary, as applicable.

A financial intermediary may, by agreement with the Distributor or MML Advisers, make available to its plan or institutional clients or its advisory or fee-based program participants shares of one class or a limited number of classes of the Funds. An investor should consult its financial intermediary for information (including expense information) regarding the share class(es) the intermediary will make available for purchase by the investor.

Additional Information Regarding Class A and Class Y Shares.

Present and former officers, directors, trustees, and employees (and their eligible family members) of each Fund, MassMutual and its affiliates, and

retirement plans established for the benefit of such individuals, are permitted to purchase Class A shares of each Fund.

Purchases of Class Y shares require an initial minimum investment of $100,000. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments for Class Y shares.

Class Y shares are sold at the NAV per share without a sales charge through financial intermediaries that have special agreements with MML Advisers or its affiliates or the Distributor for that purpose. A financial intermediary that buys Class Y shares for its customers’ accounts may impose charges on those accounts. The procedures for buying, selling, exchanging, and transferring a Fund’s other classes of shares (other than the time those orders must be received by the transfer agent) and some of the special account features available to investors buying other classes of shares do not apply to Class Y shares. Instructions for buying, selling, exchanging, or transferring Class Y shares must be submitted by a financial intermediary, not by its customers for whose benefit the shares are held.

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Sales Charges by Class

Initial Sales Charges

Class A shares are sold at their offering price, which is normally NAV plus an initial sales charge. However, in some cases, as described below, purchases are not subject to an initial sales charge, and the offering price will be the NAV. In other cases, reduced sales charges may be available, as described below. Out of the amount you invest, the Fund receives the NAV to invest for your account.

The sales charge varies depending on the amount of your purchase. A portion of the sales charge may be retained by the Distributor or allocated to your dealer as a concession. The Distributor reserves the right to reallow the entire sales charge as a concession to dealers. The current sales charge rates and concessions paid to dealers and brokers are as follows:

Front-End Sales Charge (As a Percentage of Offering Price)/Front-End Sales Charge (As a Percentage of Net Amount Invested)/Concession (As a Percentage of Offering Price) for Different Purchase Amounts:

Price Breakpoints	General Equity			General Taxable Bond			Shorter- Term Bond
Less than $25,000		5.50	%/		4.25	%/		2.50	%/
		5.82	%/		4.44	%/		2.56	%/
		4.50	%		3.50	%		2.00	%
$25,000 – $49,999		5.25	%/		4.25	%/		2.25	%/
		5.54	%/		4.44	%/		2.30	%/
		4.25	%		3.50	%		1.75	%
$50,000 – $99,999		4.50	%/		4.00	%/		2.00	%/
		4.71	%/		4.17	%/		2.04	%/
		3.50	%		3.25	%		1.50	%
$100,000 – $249,999		3.50	%/		3.00	%/		1.75	%/
		3.63	%/		3.09	%/		1.78	%/
		2.50	%		2.25	%		1.25	%
$250,000 – $499,999		2.25	%/		1.75	%/		1.25	%/
		2.30	%/		1.78	%/		1.27	%/
		1.75	%		1.50	%		0.75	%
$500,000 – $999,999		1.75	%/		1.00	%/		0.75	%/
		1.78	%/		1.01	%/		0.76	%/
		1.10	%		0.75	%		0.50	%
$1,000,000 or more		None	/		None	/		None	/
		None	/		None	/		None	/
		0.75	%		0.50	%		0.50	%

A reduced sales charge may be obtained for Class A shares under the Funds’ “Rights of Accumulation” because of the economies of sales efforts and

reduction in expenses realized by the Distributor, dealers, and brokers making such sales.

To qualify for the lower sales charge rates that apply to larger purchases of Class A shares, you can add together:

•

Current purchases of Class A shares of more than one Fund subject to an initial sales charge to reduce the sales charge rate that applies to current purchases of Class A shares; and

•

Class A shares of Funds you previously purchased subject to an initial or contingent deferred sales charge to reduce the sales charge rate for current purchases of Class A shares, provided that you still hold your investment in the previously purchased Funds.

The Distributor will add the value, at current offering price, of the Class A shares you previously purchased and currently own to the value of current purchases to determine the sales charge rate that applies. The reduced sales charge will apply only to current purchases. You must request the reduced sales charge when you buy Class A shares and inform your broker-dealer or other financial intermediary of Class A shares of any other Funds that you own. Information regarding reduced sales charges can be found on the MassMutual website at https://www.massmutual.com/funds.

Contingent Deferred Sales Charges

There is no initial sales charge on purchases of Class A shares of any one or more of the Funds aggregating $1 million or more. The Distributor pays dealers of record concessions in an amount equal to 0.75%, or 0.50% of purchases of $1 million or more, as shown in the above table. The concession will not be paid on purchases of shares by exchange or that were previously subject to a front-end sales charge and dealer concession.

If you redeem any of those shares within a holding period of 18 months from the date of their purchase, a contingent deferred sales charge of 1.00% will be deducted from the redemption proceeds (unless you are eligible for a waiver of that sales charge based on the categories listed below and you advise the transfer agent or another intermediary of your eligibility for the waiver when you place your redemption request).

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All contingent deferred sales charges will be based on the lesser of the NAV of the redeemed shares at the time of redemption or the original NAV. A contingent deferred sales charge is not imposed on:

•

the amount of your account value represented by an increase in NAV over the initial purchase price,

•

shares purchased by the reinvestment of dividends or capital gains distributions, or

•

shares redeemed in the special circumstances described below.

To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares in the following order:

shares acquired by reinvestment of dividends and capital gains distributions, and

shares held the longest.

Contingent deferred sales charges are not charged when you exchange shares of the Fund for shares of any other Fund. However, if you exchange them within the applicable contingent deferred sales charge holding period, the holding period will carry over to the Fund whose shares you acquire. Similarly, if you acquire shares of a Fund by exchanging shares of another Fund that are still subject to a contingent deferred sales charge holding period, that holding period will carry over to the acquired Fund.

Sales Charge Waivers by Class

Waivers of Class A Initial Sales Charges

The Class A sales charges will be waived for shares purchased in the following types of transactions:

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Purchases into insurance company separate investment accounts.

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Purchases into retirement plans or other employee benefit plans.

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Purchases of Class A shares aggregating $1 million or more of any one or more of the Funds.

•

Purchases into accounts for which the broker-dealer of record has entered into a special agreement with the Distributor allowing this waiver.

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Purchases into accounts for which no sales concession is paid to any broker-dealer or other financial intermediary at the time of sale.

•

Shares sold to MassMutual or its affiliates.

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Shares sold to registered management investment companies or separate accounts of insurance companies having an agreement with MassMutual, MML Advisers, or the Distributor for that purpose.

•

Shares issued in plans of reorganization to which the Fund is a party.

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Shares sold to present or former officers, directors, trustees, or employees (and their

“immediate families(1)”) of the Fund, MassMutual, and its affiliates.

•

Shares sold to a portfolio manager of the Fund.

Waivers of Class A Contingent Deferred Sales Charges

The Class A contingent deferred sales charges will not be applied to shares purchased in certain types of transactions or redeemed in certain circumstances described below.

A. Waivers for Redemptions in Certain Cases.

The Class A contingent deferred sales charges will be waived for redemptions of shares in the following cases:

•

Redemptions from insurance company separate investment accounts.

•

Redemptions from retirement plans or other employee benefit plans.

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Redemptions from accounts other than retirement plans following the death or disability of the last surviving shareholder, including a trustee of a grantor trust or

(1)

The term “immediate family” refers to one’s spouse, children, grandchildren, grandparents, parents, parents-in-law, brothers and sisters, sons- and daughters-in-law, a sibling’s spouse, a spouse’s siblings, aunts, uncles, nieces, and nephews; relatives by virtue of a remarriage (step-children, step-parents, etc.) are included.

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revocable living trust for which the trustee is also the sole beneficiary. The death or disability must have occurred after the account was established, and for disability you must provide evidence of a determination of disability by the Social Security Administration.

•

Redemptions from accounts for which the broker-dealer of record has entered into a special agreement with the Distributor allowing this waiver.

•

Redemptions from accounts for which no sales concession was paid to any broker-dealer or other financial intermediary at the time of sale.

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Redemptions of Class A shares under an automatic withdrawal plan from an account other than a retirement plan if the aggregate value of the redeemed shares does not exceed 10% of the account’s value annually.

•

In the case of an IRA, to make distributions required under a divorce or separation agreement described in Section 71(b) of the Code.

B. Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class A shares sold or issued in the following cases:

•

Shares sold to MassMutual or its affiliates.

•

Shares sold to registered management investment companies or separate accounts of insurance companies having an agreement with MassMutual, MML Advisers, or the Distributor for that purpose.

•

Shares issued in plans of reorganization to which the Fund is a party.

•

Shares sold to present or former officers, directors, trustees, or employees (and their “immediate families(1)”) of the Fund, MassMutual, and its affiliates.

•

Shares sold to a present or former portfolio manager of the Fund.

Distribution Plan, Shareholder Servicing, and Payments to Intermediaries

Shares of all classes of the Funds, other than Class A shares, are sold without a front-end sales charge, and none of the Funds’ shares are subject to a deferred sales charge. Class A shares are sold at NAV per share plus an initial sales charge.

Rule 12b-1 fees.

The Funds have adopted a Rule 12b-1 Plan (the “Plan”). Under the Plan, a Fund may make payments at an annual rate of up to 0.25% of the average daily net assets attributable to its Class R4 shares and Class A shares, and up to 0.50% of the average daily net assets attributable to its Class R3 shares. The Plan is a compensation plan, under which the Funds make payments to the Distributor for the services it provides and for the expenses it bears in connection with the distribution of Class R4, Class A, and Class R3 shares, and for the servicing of Class R4, Class A, and Class R3 shareholders. Because Rule 12b-1 fees are paid out of the Funds’ Class R4, Class A, and Class R3 assets on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. All Class R4, Class A, and Class R3 shareholders share in the expense of Rule 12b-1 fees paid by those classes. A Fund may pay distribution fees and other amounts described in

this Prospectus at a time when shares of that Fund are unavailable for purchase.

Shareholder servicing payments.

MML Advisers pays all or a portion of the administrative and shareholder services fee it receives from each Fund, as described above under “Management of the Funds – Investment Adviser,” to intermediaries as compensation for, or reimbursement of expenses relating to, services provided to shareholders of the Funds.

Payments to intermediaries.

The Distributor and MML Advisers may make payments to financial intermediaries for distribution and/or shareholder services provided by them. Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including the Funds, and/or provide certain administrative and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisers, banks, and insurance companies. In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things: processing

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and mailing trade confirmations, periodic statements, prospectuses, annual reports, semiannual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.

The Distributor and MML Advisers may retain a portion of the Rule 12b-1 payments and/or shareholder servicing payments received by them, or they may pay the full amount to intermediaries. Rule 12b-1 fees may be paid to financial intermediaries in advance for the first year after Class R4, Class A, and Class R3 shares are sold. After the first year, those fees will be paid on a quarterly basis.

The compensation paid to a financial intermediary is typically paid continually over time, during the period when the intermediary’s clients hold investments in the Funds. The amount of continuing compensation paid to different financial intermediaries for distribution and/or shareholder services varies. The compensation is typically a percentage of the value of the financial intermediary’s clients’ investments in the Funds or a per account fee. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary.

Additional information.

The Distributor may directly, or through an affiliate, pay a sales concession of up to 1.00% of the purchase price of Service Class, Administrative Class, Class R4, Class A, Class R3, and Class Y shares to broker-dealers or other financial intermediaries at the time of sale. However, the total amount paid to broker-dealers or other financial intermediaries at the time of sale, including any advance of Rule 12b-1 service fees or shareholder services fees, may not be more than 1.00% of the purchase price.

In addition to the various payments described above, MML Advisers in its discretion may directly, or through an affiliate, pay up to 0.35% of the amount invested to intermediaries who provide

services on behalf of shareholders of the Funds. This compensation is paid by MML Advisers from its own assets. The payments will be based on criteria established by MML Advisers and will be paid quarterly, in arrears.

MassMutual, the parent company of MML Advisers, pays to an affiliate of Empower Retirement, LLC (“Empower”) an amount equal to the profit realized by MML Advisers with respect to shares beneficially owned by retirement plans through recordkeeping platforms maintained by Empower or an affiliate.

The Distributor, MML Advisers, or MassMutual may also directly, or through an affiliate, make payments, out of its own assets, to intermediaries, including broker-dealers, insurance agents, and other service providers, that relate to the sale of shares of the Funds or certain of MassMutual’s variable annuity contracts for which the Funds are underlying investment options. This compensation may take the form of:

•

Payments to administrative service providers that provide enrollment, recordkeeping, and other services to pension plans;

•

Cash and non-cash benefits, such as bonuses and allowances or prizes and awards, for certain broker-dealers, administrative service providers, and MassMutual insurance agents;

•

Payments to intermediaries for, among other things, training of sales personnel, conference support, marketing, or other services provided to promote awareness of MassMutual’s products;

•

Payments to broker-dealers and other intermediaries that enter into agreements providing the Distributor with access to representatives of those firms or with other marketing or administrative services; and

•

Payments under agreements with MassMutual not directly related to the sale of specific variable annuity contracts or the Funds, such as educational seminars and training or pricing services.

In some instances, compensation may be made available only to certain financial intermediaries whose representatives have sold or are expected to sell significant amounts of shares. Dealers may not use sales of the Funds’ shares to qualify for this compensation to the extent prohibited by the laws

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or rules of any state or any self-regulatory agency, such as the Financial Industry Regulatory Authority.

insurance or annuity contract over another. You may want to take these compensation arrangements into account when evaluating any recommendations regarding the Funds or any contract using the Funds as investment options. You may contact your intermediary to find out more information about the compensation they may receive in connection with your investment.

Buying, Redeeming, and Exchanging Shares

The Funds sell their shares at a price equal to their NAV plus any initial sales charge that applies (see “Determining Net Asset Value” below). The Funds have authorized one or more broker-dealers or other intermediaries to receive purchase orders on their behalf. Such broker-dealers or other intermediaries may themselves designate other intermediaries to receive purchase orders on the Funds’ behalf. Your purchase order will be priced at the next NAV calculated after your order is received in good order by the transfer agent, MML Advisers, such a broker-dealer, or another intermediary authorized for this purpose. If you purchase shares through a broker-dealer or other intermediary, then, in order for your purchase to be based on a Fund’s next determined NAV, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern time), and the broker-dealer or other intermediary must subsequently communicate the request properly to the Funds. Shares purchased through a broker-dealer or other intermediary may be subject to transaction and/or other fees. The Funds will suspend selling their shares during any period when the determination of NAV is suspended. The Funds can reject any purchase order and can suspend purchases if they believe it is in their best interest.

NAV, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker-dealer or other intermediary must subsequently communicate the request properly to the Funds. Shares redeemed through a broker-dealer or other intermediary may be subject to transaction and/or other fees. You will usually receive payment for your shares within seven days after your redemption request is received in good order. If, however, you request redemption of shares recently purchased by check, you may not receive payment until the check has been collected, which may take up to 15 days from time of purchase. Under unusual circumstances, the Funds can also suspend or postpone payment, when permitted by applicable law and regulations. The Funds’ transfer agent may temporarily delay for more than seven days the disbursement of redemption proceeds from the Fund account of a “Specified Adult” (as defined in Financial Industry Regulatory Authority Rule 2165) based on a reasonable belief that financial exploitation of the Specified Adult has occurred, is occurring, has been attempted, or will be attempted, subject to certain conditions. Under normal circumstances, each Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Under stressed market conditions, a Fund may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time. To the extent consistent with applicable laws and regulations, the Funds reserve the right to satisfy all or a portion of a redemption request by distributing securities or other property in lieu of cash (“in-kind” redemptions), under both normal and stressed market conditions. Some Funds may be limited in their ability to use assets other than cash to meet redemption requests due to restrictions on ownership of their portfolio assets. The securities distributed in an in-kind

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redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market risk until they are sold and may increase or decrease in value prior to converting them into cash. You may incur brokerage and other transaction costs, and could incur a taxable gain or loss for income tax purposes when converting the securities to cash.

The USA PATRIOT Act may require a Fund, a financial intermediary, or its authorized designee to obtain certain personal information from you which will be used to verify your identity. If you do not provide the information, it may not be possible to open an account. If a Fund, a financial intermediary, or authorized designee is unable to verify your customer information, the Fund reserves the right to close your account or to take such other steps as it deems reasonable.

Risk of Substantial Redemptions.

If substantial numbers of shares in a Fund were to be redeemed at the same time or at approximately the same time, the Fund might be required to liquidate a significant portion of its investment portfolio quickly to meet the redemptions. A Fund might be forced to sell portfolio securities at prices or at times when it would otherwise not have sold them, resulting in a reduction in the Fund’s NAV; in addition, a substantial reduction in the size of a Fund may make it difficult for the investment adviser or subadviser to execute its investment program successfully for the Fund for a period following the redemptions. Similarly, the prices of the portfolio securities of a Fund might be adversely affected if one or more other investment accounts managed by the investment adviser or subadviser in an investment style similar to that of the Fund were to experience substantial redemptions and those accounts were required to sell portfolio securities quickly or at an inopportune time.

Exchanges

Generally, you can exchange shares of one Fund for the same class of shares of another MassMutual Fund, except in the case of the MassMutual U.S. Government Money Market Fund, Total Return Bond Fund, and S&P 500 Index Fund and, with respect to certain series of the MassMutual Premier Funds, in those cases when exchanges are not permitted, as described in the applicable Prospectus under “Placing Transaction Orders—For Shareholders holding shares of

theTrust prior to November 1, 2004.” Any share class of another series may be exchanged for Class R5 shares of the MassMutual U.S. Government Money Market Fund. If Class R5 shares of the MassMutual U.S. Government Money Market Fund are exchanged for Class A shares of another series, any sales charge applicable to those Class A shares will typically apply. For individual retirement accounts described in Code Section 408, Class R5 shares of the MassMutual U.S. Government Money Market Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), Class R4 shares of the Total Return Bond Fund and S&P 500 Index Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), and Class A shares of any other series may only be exchanged for Class R4 shares of the Total Return Bond Fund and S&P 500 Index Fund. An exchange is treated as a sale of shares in one series and a purchase of shares in another series at the NAV next determined after the exchange request is received and accepted by the transfer agent, MML Advisers, a broker-dealer, or another intermediary authorized for this purpose. You can only exchange into shares of another series if you meet any qualification requirements of the series into which you seek to exchange (for example, shares of some series are not available to purchasers through certain investment channels, and some may be available only to certain types of shareholders). In addition, in limited circumstances, such as those described above, for certain series the share class available for exchange may not be the same share class as the series from which you are exchanging. Exchange requests involving a purchase into any series (except the Strategic Bond Fund, MassMutual U.S. Government Money Market Fund, MassMutual Inflation-Protected and Income Fund, MassMutual Core Bond Fund, MassMutual Diversified Bond Fund, MassMutual Short-Duration Bond Fund, MassMutual High Yield Fund, MassMutual Global Floating Rate Fund, MassMutual Global Credit Income Opportunities Fund, and MassMutual Emerging Markets Debt Blended Total Return Fund), however, will not be accepted if you have already made a purchase followed by a redemption involving the same series within the last 60 days. This restriction does not apply to rebalancing trades executed by any of the MassMutual RetireSMARTSM by JPMorgan

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Funds, MassMutual Select T. Rowe Price Retirement Funds, and MassMutual Target Allocation Funds. This restriction also does not apply to exchanges made pursuant to certain asset allocation programs, systematic exchange programs, and dividend exchange programs. If you place an order to exchange shares of one series for another through a broker-dealer or other intermediary then, in order for your exchange to be effected based on the series’ next determined NAVs, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker-dealer or other intermediary must subsequently communicate the request properly to the MassMutual Funds.

Your right to exchange shares is subject to applicable regulatory requirements or contractual obligations. The Funds may limit, restrict, or refuse exchange purchases, if, in the opinion of MML Advisers:

•

you have engaged in excessive trading;

•

a Fund receives or expects simultaneous orders affecting significant portions of the Fund’s assets;

•

a pattern of exchanges occurs which coincides with a market timing strategy; or

•

the Fund would be unable to invest the funds effectively based on its investment objectives and policies or if the Fund would be adversely affected.

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

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

Transaction Orders by Telephone and in Writing

In general, you may purchase, exchange, or sell (redeem) shares on any business day through your financial intermediary or by contacting the transfer agent in writing or by telephone, as described below.

Transaction Orders by Telephone

Transaction orders placed by telephone will only be accepted if an Application for Telephone Trading Privileges has been completed and returned to State Street Bank and Trust Company (“State Street”), the Funds’ transfer agent. You may obtain an Application for Telephone Trading Privileges by contacting Shareholder Servicing at 1-877-766-0014. Persons electing to place transaction orders by telephone are able to do so through the following dedicated telephone number: MassMutual Select Funds Transaction Line, 1-800-860-2232.

Transaction Orders in Writing

If you do not want to utilize telephone privileges, you may place your shareholder trades by sending written instructions to State Street. Transaction orders placed in writing should be addressed to State Street Bank and Trust Company, Attn: Transfer Agency Operations, Box 5493, Boston, MA 02206 and should include the following information:

•

A letter of instruction signed by an authorized signer of the account detailing the fund name, account number, and trade details; including the trade type (purchase or redemption), and the dollar or share amount. The trade will be processed upon receiving the request in good order.

•

The signature on the letter of instructions must be guaranteed by an acceptable financial institution (such as a bank, broker, or savings and loan association) as defined under Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. If your financial institution belongs to one of the medallion guarantee programs, it must use the actual “Medallion Guaranteed” stamp.

•

If applicable, a corporate resolution which states that the extract of the by-laws is true and complete and is in full force and effect.

•

The resolution must be signed by the secretary. It must have a corporate seal or state that no seal exists. If there is no seal, the corporate resolution must be signed by an authorized signer with a medallion guaranteed stamp and must be dated within sixty (60) days of presentment to State Street.

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How to Invest

Outlined below are various methods for buying shares of the Funds:

Method			Instructions
Through your financial intermediary			Your financial intermediary can help you establish your account and buy shares on your behalf. To receive the current trading day’s price, your financial intermediary must receive your request in good order prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. Your financial intermediary may charge you fees for executing the purchase for you.
By exchange			You or your financial intermediary may acquire shares of a Fund for your account by exchanging shares you own in certain other funds advised by MML Advisers for shares of the same class of a Fund, subject to the conditions described in “Exchanges” above. In addition, you or your financial intermediary may exchange shares of a class of a Fund you own for shares of a different class of the same Fund, subject to the conditions described in “Exchanges.” To exchange, send written instructions to the applicable Fund, at the address noted below(1) or call 1-800-860-2232.
By wire			You may purchase shares of a Fund by wiring money from your bank account to your Fund account. Prior to sending wire transfers, please contact Shareholder Services at 1-800-860-2232 for specific wiring instructions and to facilitate prompt and accurate credit upon receipt of your wire. To receive the current trading day’s price, your wire, along with a valid account number, must be received in your Fund account prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. If your initial purchase of shares is by wire, you must first complete a new account application and promptly mail it to MassMutual Select Funds – (Fund Name), at the address noted below.(1) After completing a new account application, please call 1-800-860-2232 to obtain your account number. Please include your account number on the wire.
By check			To purchase shares of a Fund by check, make your check payable to ‘MassMutual Select Funds’. Your checks should include the fund name which you would like to purchase along with your account number (if previously established). Your request should be mailed to the address listed below.(1) The Funds will accept purchases only in U.S. dollars drawn from U.S. financial institutions. Cashier’s checks, third party checks, money orders, credit card convenience checks, cash or equivalents, or payments in foreign currencies are not acceptable forms of payment.

(1)

Regular Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, Box 5493, Boston, MA 02206

Overnight Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, 1776 Heritage Drive, No. Quincy, MA 02171

Cost Basis Reporting

In the case of individuals holding shares in a Fund directly, upon the redemption or exchange of shares in a Fund, the Fund or, if a shareholder purchased shares through a financial intermediary, the financial intermediary generally will be required to provide the shareholder and the Internal Revenue Service (“IRS”) with cost basis and certain other related tax information about the

Fund shares redeemed or exchanged. Please contact the Funds by calling 1-888-309-3539 or consult your financial intermediary, as appropriate, for more information regarding available methods for cost basis reporting and how to select or change a particular method. Please consult your tax adviser to determine which available cost basis method is best for you.

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Frequent Trading Policies

Purchases and exchanges of shares of the Funds should be made for investment purposes only. The Funds discourage, and do not accommodate, excessive trading and/or market timing activity. Excessive trading and/or market timing activity involving the Funds can disrupt the management of the Funds. These disruptions, in turn, can result in increased expenses and can have an adverse effect on Fund performance.

The Trustees, on behalf of the Funds, have approved the policies and procedures adopted by MML Advisers to help identify those individuals or entities MML Advisers determines may be engaging in excessive trading and/or market timing activities. MML Advisers monitors trading activity to uniformly enforce its procedures. However, those who engage in such activities may employ a variety of techniques to avoid detection. Therefore, despite MML Advisers’ efforts to prevent excessive trading and/or market timing trading activities, there can be no assurance that MML Advisers will be able to identify all those who trade excessively or employ a market timing strategy and curtail their trading in every instance.

The monitoring process involves scrutinizing transactions in fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. Trading activity identified by either, or a combination, of these factors, or as a result of any other information actually available at the time, will be evaluated to determine whether such activity might constitute excessive trading and/or market timing activity. When trading activity is determined by a Fund or MML Advisers, in their sole discretion, to be excessive in nature, certain account-related privileges, such as the ability to place purchase, redemption, and exchange orders over the internet, may be suspended for such account.

the policies and procedures adopted by the Funds and MML Advisers. Some omnibus accounts may have different or less restrictive policies and procedures regarding frequent trading, or no trading restrictions at all. If you hold your Fund shares through an omnibus account, that financial intermediary may impose its own restrictions or limitations to discourage excessive trading and/or market timing activity. You should consult your financial intermediary to find out what trading restrictions, including limitations on exchanges, may apply. The Funds’ ability to identify and deter excessive trading and/or market timing activities through omnibus accounts is limited, and the Funds’ success in accomplishing the objectives of the policies concerning frequent trading of Fund shares in this context depends significantly upon the cooperation of the financial intermediaries. Because the Funds receive these orders on an aggregated basis and because the omnibus accounts may trade with numerous fund families with differing frequent trading policies, the Funds are limited in their ability to identify or deter those individuals or entities that may be engaging in excessive trading and/or market timing activities. While the Funds and MML Advisers encourage those financial intermediaries to apply the Funds’ policies to their customers who invest indirectly in the Funds, the Funds and MML Advisers may need to rely on those intermediaries to monitor trading in good faith in accordance with its or the Funds’ policies, since individual trades in omnibus accounts are often not disclosed to the Funds. While the Funds will generally monitor trading activity at the omnibus account level to attempt to identify excessive trading and/or market timing activity, reliance on intermediaries increases the risk that excessive trading and/or market timing activity may go undetected. If evidence of possible excessive trading and/or market timing activity is observed by the Funds, the financial intermediary that is the registered owner will be asked to review the account activity, and to confirm to the Funds that appropriate action has been taken to limit any excessive trading and/or market timing activity.

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Determining Net Asset Value

The NAV of each Fund’s shares is determined once daily as of the close of regular trading on the NYSE, on each Business Day. A “Business Day” is every day the NYSE is open. The NYSE normally closes at 4:00 p.m. Eastern Time, but may close earlier on some days. If the NYSE is scheduled to close early, the Business Day will be considered to end as of the time of the NYSE’s scheduled close. A Fund will not treat an intraday disruption in NYSE trading or other event that causes an unscheduled closing of the NYSE as a close of business of the NYSE for these purposes; instead, MML Advisers will determine the fair value of a Fund’s securities in accordance with MML Advisers’ fair valuation policy and procedures. The NYSE currently is not open for trading on New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Each Fund calculates the NAV of each of its classes of shares by dividing the total value of the assets attributable to that class, less the liabilities attributable to that class, by the number of shares of that class that are outstanding. On holidays and other days when the NYSE is closed, each Fund’s NAV generally is not calculated and the Funds do not anticipate accepting buy or sell orders. However, the value of each Fund’s assets may still be affected on such days to the extent that a Fund holds foreign securities that trade on days that foreign securities markets are open.

Equity securities and derivative contracts that are actively traded on a national securities exchange or contract market are valued on the basis of information furnished by a pricing service, which provides the last reported sale price, or, in the case of futures contracts, the settlement price, for securities or derivatives listed on the exchange or contract market or the official closing price on the NASDAQ National Market System (“NASDAQ System”), or in the case of OTC securities for which an official closing price is unavailable or not reported on the NASDAQ System, the last reported bid price. Portfolio securities traded on more than one national securities exchange are valued at the last price at the close of the exchange representing the principal market for such securities. Debt securities are valued on the basis of valuations furnished by a pricing service, which generally determines

valuations taking into account factors such as institutional-size trading in similar securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Shares of other open-end mutual funds are valued at their closing NAVs as reported on each Business Day.

Investments for which market quotations are readily available are marked to market daily based on those quotations. Market quotations may be provided by third-party vendors or market makers, and may be determined on the basis of a variety of factors, such as broker quotations, financial modeling, and other market data, such as market indexes and yield curves, counterparty information, and foreign exchange rates. U.S. Government and agency securities may be valued on the basis of market quotations or using a model that may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, quoted market prices, and reference data. The fair values of OTC derivative contracts, including forward, swap, and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices, or commodity prices, may be based on market quotations or may be modeled using a series of techniques, including simulation models, depending on the contract and the terms of the transaction. The fair values of asset-backed securities and mortgage-backed securities are estimated based on models that consider the estimated cash flows of each debt tranche of the issuer, established benchmark yield, and estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche including, but not limited to, prepayment speed assumptions and attributes of the collateral.

The Trustees have designated MML Advisers as the Funds’ “valuation designee,” responsible for determining the fair value, in good faith, of securities and other instruments held by the Funds for which market quotations are not readily available or for which such market quotations or values are considered by MML Advisers or a subadviser to be unreliable (including, for example, certain foreign securities, thinly-traded securities, certain restricted securities, certain initial public offerings, or securities whose values may have been affected by a significant event). It is possible that a significant amount of a Fund’s assets will be

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subject to fair valuation in accordance with MML Advisers’ fair valuation policy and procedures. The fair value determined for an investment by MML Advisers may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment.

The Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the values of the Funds’ portfolio securities may change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next Business Day. The Funds may use fair value pricing more frequently for securities primarily traded in foreign markets because, among other things, most

foreign markets close well before the Funds value their securities. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. The Funds’ investments may be priced based on fair values provided by a third-party vendor, based on certain factors and methodologies applied by such vendor, in the event that there is movement in the U.S. market, between the close of the foreign market and the time the Funds calculate their NAVs. All assets and liabilities expressed in foreign currencies are converted into U.S. dollars at the mean between the buying and selling rates of such currencies against the U.S. dollar at the end of each Business Day.

The Funds’ valuation methods are also described in the SAI.

Taxation and Distributions

Each Fund intends to qualify each year for treatment as a regulated investment company under Subchapter M of the Code. As a regulated investment company, a Fund will not be subject to U.S. federal income taxes on its ordinary income and net realized capital gains that are distributed in a timely manner to its shareholders. A Fund’s failure to qualify as a regulated investment company would result in corporate level taxation, and consequently, a reduction in income available for distribution to shareholders. In addition, a Fund that fails to distribute at least 98% of its ordinary income for a calendar year and 98.2% of its capital gain net income recognized during the one-year period ending October 31 plus any retained amount from the prior year generally will be subject to a non-deductible 4% excise tax on the undistributed amount.

Certain investors, including most tax-advantaged plan investors, may be eligible for preferential U.S. federal income tax treatment on distributions received from a Fund and dispositions of Fund shares. This Prospectus does not attempt to describe such preferential tax treatment. Any prospective investor that is a trust or other entity eligible for special tax treatment under the Code that is considering purchasing shares of a Fund, including either directly or in connection with a life insurance company separate investment account, should consult its tax advisers about the U.S. federal, state, local, and foreign tax consequences particular to it, as should persons considering

whether to have amounts held for their benefit by such trusts or other entities in shares of a Fund.

Investors are generally subject to U.S. federal income taxes on distributions received in respect of their shares. Distributions are taxed to investors in the manner described herein whether distributed in cash or additional shares of the Fund. Taxes on distributions of capital gains are determined by how long the Fund owned (or is deemed to have owned) the investments that generated them, rather than by how long the shareholder held the shares. Distributions of a Fund’s ordinary income and short-term capital gains (i.e., gains from capital assets held for one year or less) are taxable to a shareholder as ordinary income. Certain dividends may be eligible for the dividends-received deduction for corporate shareholders to the extent they are reported as such. Dividends properly reported as capital gain dividends (relating to gains from the sale of capital assets held by a Fund for more than one year) are taxable in the hands of an investor as long-term capital gain includible in net capital gain and taxed to individuals at reduced rates. Distributions of investment income reported by a Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to long-term capital gain, provided that holding period and other requirements are met at both the shareholder and Fund level. Distributions from REITs generally do not qualify as qualified dividend income. Funds investing primarily in fixed income instruments generally do

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not expect a significant portion of their distributions to be derived from qualified dividend income.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts, and estates to the extent their income exceeds certain threshold amounts. For this purpose “net investment income” generally includes: (i) dividends paid by a Fund, including any capital gain dividends, and (ii) net capital gains recognized on the sale, redemption, exchange, or other taxable disposition of shares of a Fund. Shareholders are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in a Fund.

The nature of each Fund’s distributions will be affected by its investment strategies. A Fund whose investment return consists largely of interest, dividends, and capital gains from short-term holdings will distribute largely ordinary income. A Fund whose return comes largely from the sale of long-term holdings will distribute largely capital gain dividends. Distributions are taxable to a shareholder even though they are paid from income or gains earned by a Fund prior to the shareholder’s investment and thus were included in the price paid by the shareholder for his or her shares.

Each Fund intends to pay out as dividends substantially all of its net investment income (which comes from dividends and any interest it receives from its investments). Each Fund also intends to distribute substantially all of its net realized long- and short-term capital gains, if any, after giving effect to any available capital loss carryforwards. For each Fund, distributions, if any, are declared and paid at least annually. Distributions may be taken either in cash or in additional shares of the respective Fund at the Fund’s NAV on the first Business Day after the record date for the distribution, at the option of the shareholder. A shareholder that itself qualifies as a regulated investment company is permitted to report a portion of its distributions as “qualified dividend income,” provided certain requirements are met.

of shares of a Fund held for six months or less will be treated as a long-term capital loss to the extent of long-term capital gains dividends received with respect to such shares.

A Fund’s investments in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund’s yield on those securities would be decreased. Shareholders of a Fund, other than a Fund that makes the election referred to below, generally will not be entitled to claim a credit or deduction with respect to such foreign taxes. If more than 50% of a Fund’s assets at taxable year end consists of the securities of foreign corporations, the Fund may be able to elect to “pass through” to its shareholders foreign income taxes that it pays directly or, under certain circumstances, indirectly through its investments in ETFs or other investment companies that are regulated investment companies for U.S. federal income tax purposes. If any Fund makes this election, a shareholder of the Fund must include its share of those taxes in gross income as a distribution from the Fund and the shareholder will be allowed to claim a credit (or a deduction, if the shareholder itemizes deductions) for such amounts on its U.S. federal tax return subject to certain limitations. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by a Fund. A shareholder that itself qualifies for treatment as a regulated investment company and that qualifies as a “qualified fund of funds” may elect to pass through to its shareholders a tax credit or deduction passed through by a Fund.

In addition, a Fund’s investments in foreign securities, fixed income securities, derivatives, or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing, amount, or character of the Fund’s distributions.

Certain of a Fund’s investments, including certain debt instruments, could cause the Fund to recognize taxable income in excess of the cash generated by such investments; a Fund could be required to sell other investments, including when not otherwise advantageous to do so, in order to make required distributions.

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Distributions by a Fund to shareholders that are not “United States persons” within the meaning of the Code (“foreign persons”) properly reported by the Fund as (i) capital gain dividends, (ii) “interest-related dividends” (i.e., U.S.-source interest income that, in general, would not be subject to U.S. federal income tax if earned directly by an individual foreign shareholder), and (iii) “short-term capital gain dividends” (i.e., net short-term capital gains in excess of net long-term capital losses), in each case to the extent such distributions were properly reported as such by the Fund generally are not subject to withholding of U.S. federal income tax. Distributions by a Fund to foreign persons other than capital gain dividends, interest-related dividends, and short-term capital

gain dividends generally are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). Foreign persons should refer to the SAI for further information, and should consult their tax advisors as to the tax consequences to them of owning Fund shares.

The discussion above is very general. Shareholders should consult their tax advisers for more information about the effect that an investment in a Fund could have on their own tax situations, including possible U.S. federal, state, local, and foreign taxes. Also, as noted above, this discussion does not apply to Fund shares held through tax-advantaged retirement plans.

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Financial Highlights

The financial highlights tables are intended to help you understand the Funds’ financial performance for the past 5 years (or shorter periods for newer Funds). Since Class Y shares commenced operations on February 1, 2023, financial highlights are not yet presented for this class. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose reports, along with each Fund’s financial statements, are included in the Trust’s Annual Reports, and are incorporated by reference into the SAI, and are available upon request.

MASSMUTUAL TOTAL RETURN BOND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.21	$ 0.18	$ (1.78)	$ (1.60)	$ (0.17)	$ (0.02)	$ (0.19)	$ 8.42	(15.97%)	$ 553,149	0.37%	0.34%	1.92%
9/30/21	10.80	0.16	(0.13)	0.03	(0.24)	(0.38)	(0.62)	10.21	0.24%	677,869	0.36%	0.33%	1.55%
9/30/20	10.30	0.22	0.59	0.81	(0.31)	—	(0.31)	10.80	8.06%	616,932	0.36%	N/A	2.08%
9/30/19	9.62	0.30	0.67	0.97	(0.29)	—	(0.29)	10.30	10.42%	479,295	0.36%	N/A	3.03%
9/30/18	9.99	0.25	(0.34)	(0.09)	(0.28)	—	(0.28)	9.62	(0.98%)	426,828	0.34%	N/A	2.62%
Class R5
9/30/22	$ 10.19	$ 0.16	$ (1.76)	$ (1.60)	$ (0.16)	$ (0.02)	$ (0.18)	$ 8.41	(15.99%)	$ 25,777	0.47%	0.44%	1.74%
9/30/21	10.79	0.15	(0.14)	0.01	(0.23)	(0.38)	(0.61)	10.19	0.06%	39,879	0.46%	0.43%	1.45%
9/30/20	10.28	0.21	0.59	0.80	(0.29)	—	(0.29)	10.79	8.04%	38,177	0.46%	N/A	2.04%
9/30/19	9.60	0.29	0.67	0.96	(0.28)	—	(0.28)	10.28	10.32%	44,973	0.46%	N/A	2.93%
9/30/18	9.96	0.24	(0.34)	(0.10)	(0.26)	—	(0.26)	9.60	(1.01%)	51,708	0.44%	N/A	2.49%
Service Class
9/30/22	$ 10.24	$ 0.16	$ (1.79)	$ (1.63)	$ (0.15)	$ (0.02)	$ (0.17)	$ 8.44	(16.22%)	$ 49,614	0.57%	0.54%	1.67%
9/30/21	10.82	0.14	(0.12)	0.02	(0.22)	(0.38)	(0.60)	10.24	0.11%	70,920	0.55%	0.53%	1.33%
9/30/20	10.32	0.20	0.59	0.79	(0.29)	—	(0.29)	10.82	7.82%	93,185	0.56%	N/A	1.93%
9/30/19	9.63	0.28	0.68	0.96	(0.27)	—	(0.27)	10.32	10.24%	116,389	0.56%	N/A	2.83%
9/30/18	10.00	0.23	(0.34)	(0.11)	(0.26)	—	(0.26)	9.63	(1.17%)	131,813	0.54%	N/A	2.41%
Administrative Class
9/30/22	$ 10.18	$ 0.14	$ (1.76)	$ (1.62)	$ (0.14)	$ (0.02)	$ (0.16)	$ 8.40	(16.20%)	$ 9,165	0.67%	0.64%	1.44%
9/30/21	10.77	0.13	(0.13)	0.00^d	(0.21)	(0.38)	(0.59)	10.18	(0.07%)	19,333	0.66%	0.63%	1.24%
9/30/20	10.25	0.19	0.59	0.78	(0.26)	—	(0.26)	10.77	7.79%	20,596	0.66%	N/A	1.84%
9/30/19	9.57	0.27	0.67	0.94	(0.26)	—	(0.26)	10.25	10.10%	21,183	0.66%	N/A	2.77%
9/30/18	9.93	0.22	(0.34)	(0.12)	(0.24)	—	(0.24)	9.57	(1.21%)	53,849	0.64%	N/A	2.30%
Class R4
9/30/22	$ 10.25	$ 0.13	$ (1.78)	$ (1.65)	$ (0.12)	$ (0.02)	$ (0.14)	$ 8.46	(16.35%)	$ 53,395	0.82%	0.79%	1.41%
9/30/21	10.83	0.11	(0.13)	(0.02)	(0.18)	(0.38)	(0.56)	10.25	(0.20%)	79,970	0.80%	0.78%	1.07%
9/30/20	10.32	0.18	0.59	0.77	(0.26)	—	(0.26)	10.83	7.64%	102,120	0.81%	N/A	1.72%
9/30/19	9.63	0.25	0.69	0.94	(0.25)	—	(0.25)	10.32	9.96%	160,788	0.81%	N/A	2.58%
9/30/18	9.99	0.21	(0.35)	(0.14)	(0.22)	—	(0.22)	9.63	(1.42%)	172,390	0.79%	N/A	2.15%
Class A
9/30/22	$ 10.12	$ 0.13	$ (1.77)	$ (1.64)	$ (0.11)	$ (0.02)	$ (0.13)	$ 8.35	(16.40%)	$ 11,149	0.92%	0.89%	1.42%
9/30/21	10.72	0.10	(0.13)	(0.03)	(0.19)	(0.38)	(0.57)	10.12	(0.33%)	11,662	0.91%	0.88%	0.98%
9/30/20	10.23	0.16	0.58	0.74	(0.25)	—	(0.25)	10.72	7.45%	11,334	0.91%	N/A	1.56%
9/30/19	9.56	0.24	0.68	0.92	(0.25)	—	(0.25)	10.23	9.89%	8,464	0.91%	N/A	2.48%
9/30/18	9.93	0.20	(0.35)	(0.15)	(0.22)	—	(0.22)	9.56	(1.51%)	4,327	0.89%	N/A	2.07%
Class R3
9/30/22	$ 10.15	$ 0.11	$ (1.78)	$ (1.67)	$ (0.09)	$ (0.02)	$ (0.11)	$ 8.37	(16.62%)	$ 17,646	1.07%	1.04%	1.20%
9/30/21	10.73	0.09	(0.12)	(0.03)	(0.17)	(0.38)	(0.55)	10.15	(0.37%)	22,384	1.05%	1.03%	0.83%
9/30/20	10.23	0.15	0.58	0.73	(0.23)	—	(0.23)	10.73	7.33%	27,785	1.06%	N/A	1.43%
9/30/19	9.55	0.23	0.67	0.90	(0.22)	—	(0.22)	10.23	9.63%	30,478	1.06%	N/A	2.33%
9/30/18	9.90	0.18	(0.34)	(0.16)	(0.19)	—	(0.19)	9.55	(1.61%)	33,583	1.04%	N/A	1.91%

– 155 –

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	442%	435%	316%	217%	243%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 156 –

MASSMUTUAL STRATEGIC BOND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.90	$ 0.23	$ (1.97)	$ (1.74)	$ (0.44)	$ (0.21)	$ (0.65)	$ 8.51	(17.05%)	$ 261,784	0.51%	0.46%	2.35%
9/30/21	11.30	0.25	(0.05)	0.20	(0.33)	(0.27)	(0.60)	10.90	1.79%	400,718	0.46%	0.46%^k	2.28%
9/30/20	11.05	0.30	0.41	0.71	(0.31)	(0.15)	(0.46)	11.30	6.70%	423,904	0.47%	0.47%ⁿ	2.76%
9/30/19	10.12	0.35	0.86	1.21	(0.28)	—	(0.28)	11.05	12.31%	377,879	0.49%	0.48%	3.37%
9/30/18	10.65	0.32	(0.60)	(0.28)	(0.25)	—	(0.25)	10.12	(2.69%)	287,070	0.47%	0.47%ⁿ	3.13%
Class R5
9/30/22	$ 10.90	$ 0.22	$ (1.98)	$ (1.76)	$ (0.42)	$ (0.21)	$ (0.63)	$ 8.51	(17.14%)	$ 53,494	0.61%	0.56%	2.25%
9/30/21	11.31	0.24	(0.06)	0.18	(0.32)	(0.27)	(0.59)	10.90	1.61%	83,071	0.56%	0.56%^k	2.19%
9/30/20	11.05	0.29	0.42	0.71	(0.30)	(0.15)	(0.45)	11.31	6.66%	89,644	0.57%	0.57%ⁿ	2.65%
9/30/19	10.12	0.34	0.86	1.20	(0.27)	—	(0.27)	11.05	12.20%	79,978	0.59%	0.58%	3.27%
9/30/18	10.65	0.31	(0.60)	(0.29)	(0.24)	—	(0.24)	10.12	(2.79%)	78,583	0.57%	0.57%ⁿ	3.02%
Service Class
9/30/22	$ 10.91	$ 0.21	$ (1.98)	$ (1.77)	$ (0.42)	$ (0.21)	$ (0.63)	$ 8.51	(17.25%)	$ 33,007	0.72%	0.67%	2.20%
9/30/21	11.31	0.23	(0.05)	0.18	(0.31)	(0.27)	(0.58)	10.91	1.59%	29,022	0.66%	0.66%^k	2.08%
9/30/20	11.05	0.28	0.42	0.70	(0.29)	(0.15)	(0.44)	11.31	6.53%	37,611	0.67%	0.67%ⁿ	2.57%
9/30/19	10.12	0.33	0.86	1.19	(0.26)	—	(0.26)	11.05	12.02%	36,123	0.69%	0.68%	3.17%
9/30/18	10.64	0.30	(0.59)	(0.29)	(0.23)	—	(0.23)	10.12	(2.78%)	52,794	0.67%	0.67%ⁿ	2.89%
Administrative Class
9/30/22	$ 10.85	$ 0.20	$ (1.97)	$ (1.77)	$ (0.38)	$ (0.21)	$ (0.59)	$ 8.49	(17.29%)	$ 20,188	0.81%	0.76%	1.98%
9/30/21	11.25	0.22	(0.05)	0.17	(0.30)	(0.27)	(0.57)	10.85	1.49%	50,859	0.76%	0.76%^k	1.98%
9/30/20	11.00	0.27	0.41	0.68	(0.28)	(0.15)	(0.43)	11.25	6.40%	70,366	0.77%	0.77%ⁿ	2.47%
9/30/19	10.08	0.32	0.85	1.17	(0.25)	—	(0.25)	11.00	11.91%	76,297	0.79%	0.78%	3.07%
9/30/18	10.61	0.29	(0.60)	(0.31)	(0.22)	—	(0.22)	10.08	(2.96%)	70,368	0.77%	0.77%ⁿ	2.81%
Class R4
9/30/22	$ 10.78	$ 0.18	$ (1.95)	$ (1.77)	$ (0.37)	$ (0.21)	$ (0.58)	$ 8.43	(17.40%)	$ 18,821	0.96%	0.91%	1.86%
9/30/21	11.18	0.20	(0.05)	0.15	(0.28)	(0.27)	(0.55)	10.78	1.31%	41,556	0.91%	0.91%^k	1.83%
9/30/20	10.93	0.25	0.41	0.66	(0.26)	(0.15)	(0.41)	11.18	6.29%	49,770	0.92%	0.92%ⁿ	2.33%
9/30/19	10.01	0.30	0.86	1.16	(0.24)	—	(0.24)	10.93	11.82%	66,656	0.94%	0.93%	2.91%
9/30/18	10.55	0.27	(0.60)	(0.33)	(0.21)	—	(0.21)	10.01	(3.17%)	67,672	0.92%	0.92%ⁿ	2.67%
Class A
9/30/22	$ 10.80	$ 0.17	$ (1.96)	$ (1.79)	$ (0.32)	$ (0.21)	$ (0.53)	$ 8.48	(17.46%)	$ 14,285	1.06%	1.01%	1.76%
9/30/21	11.21	0.19	(0.05)	0.14	(0.28)	(0.27)	(0.55)	10.80	1.21%	30,068	1.01%	1.01%^k	1.72%
9/30/20	10.97	0.24	0.41	0.65	(0.26)	(0.15)	(0.41)	11.21	6.09%	60,452	1.02%	1.02%ⁿ	2.20%
9/30/19	10.04	0.29	0.86	1.15	(0.22)	—	(0.22)	10.97	11.72%	49,917	1.04%	1.03%	2.82%
9/30/18	10.57	0.26	(0.59)	(0.33)	(0.20)	—	(0.20)	10.04	(3.23%)	45,189	1.02%	1.02%ⁿ	2.54%
Class R3
9/30/22	$ 10.67	$ 0.16	$ (1.94)	$ (1.78)	$ (0.32)	$ (0.21)	$ (0.53)	$ 8.36	(17.61%)	$ 5,277	1.21%	1.16%	1.60%
9/30/21	11.07	0.17	(0.05)	0.12	(0.25)	(0.27)	(0.52)	10.67	1.03%	11,534	1.16%	1.16%^k	1.59%
9/30/20	10.82	0.22	0.41	0.63	(0.23)	(0.15)	(0.38)	11.07	6.02%	15,761	1.17%	1.17%ⁿ	2.09%
9/30/19	9.92	0.27	0.84	1.11	(0.21)	—	(0.21)	10.82	11.48%	18,689	1.19%	1.18%	2.67%
9/30/18	10.45	0.24	(0.58)	(0.34)	(0.19)	—	(0.19)	9.92	(3.32%)	19,519	1.17%	1.17%ⁿ	2.42%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	118%	120%	193%	262%	294%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

k	Amount waived had no impact on the ratio of expenses to average daily net assets.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

n	Expenses incurred during the period fell under the expense cap.

– 157 –

MASSMUTUAL DIVERSIFIED VALUE FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 13.48	$ 0.25	$ (1.15)	$ (0.90)	$ (0.26)	$ (1.45)	$ (1.71)	$ 10.87	(8.47%)	$ 168,929	0.58%	1.97%
9/30/21	9.87	0.23	3.62	3.85	(0.24)	—	(0.24)	13.48	39.59%	230,230	0.57%	1.84%
9/30/20	11.48	0.25	(1.01)	(0.76)	(0.28)	(0.57)	(0.85)	9.87	(7.64%)	197,915	0.58%	2.42%
9/30/19	13.48	0.26	(0.33)	(0.07)	(0.26)	(1.67)	(1.93)	11.48	1.59%	210,652	0.58%	2.31%
9/30/18	16.69	0.25	1.70	1.95	(0.42)	(4.74)	(5.16)	13.48	13.43%	202,121	0.57%	1.85%
Class R5
9/30/22	$ 13.50	$ 0.24	$ (1.15)	$ (0.91)	$ (0.24)	$ (1.45)	$ (1.69)	$ 10.90	(8.48%)	$ 48,259	0.68%	1.86%
9/30/21	9.89	0.22	3.62	3.84	(0.23)	—	(0.23)	13.50	39.38%	70,251	0.67%	1.74%
9/30/20	11.50	0.24	(1.02)	(0.78)	(0.26)	(0.57)	(0.83)	9.89	(7.75%)	62,821	0.68%	2.33%
9/30/19	13.50	0.25	(0.33)	(0.08)	(0.25)	(1.67)	(1.92)	11.50	1.48%	74,403	0.68%	2.19%
9/30/18	16.71	0.24	1.69	1.93	(0.40)	(4.74)	(5.14)	13.50	13.28%	143,091	0.67%	1.80%
Service Class
9/30/22	$ 13.50	$ 0.23	$ (1.15)	$ (0.92)	$ (0.23)	$ (1.45)	$ (1.68)	$ 10.90	(8.57%)	$ 11,979	0.78%	1.77%
9/30/21	9.89	0.20	3.63	3.83	(0.22)	—	(0.22)	13.50	39.28%	15,170	0.77%	1.65%
9/30/20	11.51	0.23	(1.02)	(0.79)	(0.26)	(0.57)	(0.83)	9.89	(7.88%)	13,967	0.78%	2.25%
9/30/19	13.49	0.24	(0.32)	(0.08)	(0.23)	(1.67)	(1.90)	11.51	1.40%	10,046	0.78%	2.08%
9/30/18	16.69	0.22	1.70	1.92	(0.38)	(4.74)	(5.12)	13.49	13.21%	13,564	0.77%	1.64%
Administrative Class
9/30/22	$ 13.61	$ 0.21	$ (1.17)	$ (0.96)	$ (0.21)	$ (1.45)	$ (1.66)	$ 10.99	(8.76%)	$ 16,695	0.88%	1.66%
9/30/21	9.96	0.19	3.67	3.86	(0.21)	—	(0.21)	13.61	39.24%	21,354	0.87%	1.54%
9/30/20	11.59	0.22	(1.03)	(0.81)	(0.25)	(0.57)	(0.82)	9.96	(7.99%)	16,359	0.88%	2.12%
9/30/19	13.58	0.23	(0.33)	(0.10)	(0.22)	(1.67)	(1.89)	11.59	1.29%	20,346	0.88%	2.01%
9/30/18	16.76	0.21	1.70	1.91	(0.35)	(4.74)	(5.09)	13.58	13.07%	15,165	0.87%	1.61%
Class R4
9/30/22	$ 13.24	$ 0.19	$ (1.12)	$ (0.93)	$ (0.20)	$ (1.45)	$ (1.65)	$ 10.66	(8.83%)	$ 8,853	1.03%	1.51%
9/30/21	9.70	0.17	3.57	3.74	(0.20)	—	(0.20)	13.24	39.00%	12,608	1.02%	1.39%
9/30/20	11.31	0.20	(1.01)	(0.81)	(0.23)	(0.57)	(0.80)	9.70	(8.14%)	9,823	1.03%	2.00%
9/30/19	13.32	0.21	(0.32)	(0.11)	(0.23)	(1.67)	(1.90)	11.31	1.18%	6,570	1.03%	1.88%
9/30/18	16.56	0.19	1.68	1.87	(0.37)	(4.74)	(5.11)	13.32	12.93%	4,523	1.02%	1.44%
Class A
9/30/22	$ 13.45	$ 0.18	$ (1.15)	$ (0.97)	$ (0.17)	$ (1.45)	$ (1.62)	$ 10.86	(8.93%)	$ 21,805	1.13%	1.42%
9/30/21	9.85	0.16	3.63	3.79	(0.19)	—	(0.19)	13.45	38.84%	26,835	1.12%	1.29%
9/30/20	11.46	0.19	(1.02)	(0.83)	(0.21)	(0.57)	(0.78)	9.85	(8.22%)	27,575	1.13%	1.87%
9/30/19	13.45	0.20	(0.32)	(0.12)	(0.20)	(1.67)	(1.87)	11.46	1.03%	37,170	1.13%	1.75%
9/30/18	16.64	0.18	1.69	1.87	(0.32)	(4.74)	(5.06)	13.45	12.82%	45,319	1.12%	1.36%
Class R3
9/30/22	$ 13.35	$ 0.16	$ (1.14)	$ (0.98)	$ (0.14)	$ (1.45)	$ (1.59)	$ 10.78	(9.09%)	$ 1,395	1.28%	1.31%
9/30/21	9.77	0.14	3.61	3.75	(0.17)	—	(0.17)	13.35	38.73%	1,082	1.27%	1.14%
9/30/20	11.39	0.18	(1.02)	(0.84)	(0.21)	(0.57)	(0.78)	9.77	(8.38%)	1,492	1.28%	1.76%
9/30/19	13.37	0.18	(0.31)	(0.13)	(0.18)	(1.67)	(1.85)	11.39	0.91%	1,387	1.28%	1.59%
9/30/18	16.59	0.15	1.68	1.83	(0.31)	(4.74)	(5.05)	13.37	12.56%	2,177	1.27%	1.13%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	43%	60%	52%	42%	75%

c	Per share amount calculated on the average shares method.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 158 –

MASSMUTUAL FUNDAMENTAL VALUE FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.48	$ 0.14	$ (0.77)	$ (0.63)	$ (0.08)	$ (1.23)	$ (1.31)	$ 8.54	(7.69%)	$ 277,621	0.66%	1.43%
9/30/21	7.52	0.12	2.99	3.11	(0.15)	—	(0.15)	10.48	41.76%	353,238	0.65%	1.19%
9/30/20	10.33	0.15	(0.72)	(0.57)	(0.23)	(2.01)	(2.24)	7.52	(8.51%)	268,368	0.66%	1.85%
9/30/19	11.93	0.20	(0.39)	(0.19)	(0.23)	(1.18)	(1.41)	10.33	(0.07%)	353,302	0.64%	1.96%
9/30/18	13.01	0.23	0.81	1.04	(0.24)	(1.88)	(2.12)	11.93	8.56%	632,974	0.63%	1.91%
Class R5
9/30/22	$ 10.56	$ 0.13	$ (0.78)	$ (0.65)	$ (0.06)	$ (1.23)	$ (1.29)	$ 8.62	(7.73%)	$ 69,771	0.76%	1.31%
9/30/21	7.57	0.11	3.02	3.13	(0.14)	—	(0.14)	10.56	41.74%	112,193	0.75%	1.11%
9/30/20	10.39	0.14	(0.73)	(0.59)	(0.22)	(2.01)	(2.23)	7.57	(8.68%)	132,370	0.76%	1.75%
9/30/19	11.98	0.19	(0.38)	(0.19)	(0.22)	(1.18)	(1.40)	10.39	(0.13%)	196,887	0.74%	1.85%
9/30/18	13.06	0.22	0.80	1.02	(0.22)	(1.88)	(2.10)	11.98	8.39%	309,004	0.73%	1.80%
Service Class
9/30/22	$ 10.49	$ 0.12	$ (0.76)	$ (0.64)	$ (0.06)	$ (1.23)	$ (1.29)	$ 8.56	(7.76%)	$ 26,311	0.86%	1.23%
9/30/21	7.53	0.10	2.99	3.09	(0.13)	—	(0.13)	10.49	41.43%	29,948	0.85%	0.99%
9/30/20	10.34	0.13	(0.72)	(0.59)	(0.21)	(2.01)	(2.22)	7.53	(8.76%)	21,654	0.86%	1.64%
9/30/19	11.93	0.18	(0.38)	(0.20)	(0.21)	(1.18)	(1.39)	10.34	(0.25%)	30,115	0.84%	1.75%
9/30/18	13.00	0.20	0.81	1.01	(0.20)	(1.88)	(2.08)	11.93	8.36%	49,551	0.83%	1.69%
Administrative Class
9/30/22	$ 10.59	$ 0.11	$ (0.78)	$ (0.67)	$ (0.04)	$ (1.23)	$ (1.27)	$ 8.65	(7.94%)	$ 24,364	0.96%	1.09%
9/30/21	7.60	0.09	3.02	3.11	(0.12)	—	(0.12)	10.59	41.33%	47,797	0.95%	0.92%
9/30/20	10.41	0.13	(0.73)	(0.60)	(0.20)	(2.01)	(2.21)	7.60	(8.78%)	56,880	0.96%	1.53%
9/30/19	12.00	0.17	(0.38)	(0.21)	(0.20)	(1.18)	(1.38)	10.41	(0.36%)	58,983	0.94%	1.65%
9/30/18	13.07	0.19	0.81	1.00	(0.19)	(1.88)	(2.07)	12.00	8.21%	85,905	0.93%	1.60%
Class R4
9/30/22	$ 10.19	$ 0.09	$ (0.74)	$ (0.65)	$ (0.03)	$ (1.23)	$ (1.26)	$ 8.28	(8.06%)	$ 3,937	1.11%	0.95%
9/30/21	7.32	0.07	2.91	2.98	(0.11)	—	(0.11)	10.19	41.10%	9,329	1.10%	0.74%
9/30/20	10.11	0.11	(0.70)	(0.59)	(0.19)	(2.01)	(2.20)	7.32	(8.98%)	7,609	1.11%	1.41%
9/30/19	11.67	0.15	(0.37)	(0.22)	(0.16)	(1.18)	(1.34)	10.11	(0.47%)	9,055	1.09%	1.48%
9/30/18	12.77	0.17	0.79	0.96	(0.18)	(1.88)	(2.06)	11.67	8.06%	9,172	1.08%	1.45%
Class A
9/30/22	$ 10.41	$ 0.09	$ (0.77)	$ (0.68)	$ (0.01)	$ (1.23)	$ (1.24)	$ 8.49	(8.13%)	$ 22,657	1.21%	0.87%
9/30/21	7.46	0.06	2.98	3.04	(0.09)	—	(0.09)	10.41	40.98%	33,431	1.20%	0.65%
9/30/20	10.26	0.11	(0.73)	(0.62)	(0.17)	(2.01)	(2.18)	7.46	(9.06%)	34,647	1.21%	1.33%
9/30/19	11.83	0.14	(0.37)	(0.23)	(0.16)	(1.18)	(1.34)	10.26	(0.58%)	66,407	1.19%	1.38%
9/30/18	12.90	0.16	0.80	0.96	(0.15)	(1.88)	(2.03)	11.83	7.94%	84,733	1.18%	1.34%
Class R3
9/30/22	$ 10.14	$ 0.07	$ (0.74)	$ (0.67)	$ (0.01)	$ (1.23)	$ (1.24)	$ 8.23	(8.26%)	$ 1,310	1.36%	0.73%
9/30/21	7.27	0.05	2.90	2.95	(0.08)	—	(0.08)	10.14	40.82%	1,678	1.35%	0.49%
9/30/20	10.05	0.09	(0.71)	(0.62)	(0.15)	(2.01)	(2.16)	7.27	(9.23%)	989	1.36%	1.15%
9/30/19	11.63	0.12	(0.37)	(0.25)	(0.15)	(1.18)	(1.33)	10.05	(0.77%)	2,362	1.34%	1.23%
9/30/18	12.72	0.14	0.79	0.93	(0.14)	(1.88)	(2.02)	11.63	7.84%	2,831	1.33%	1.21%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	30%	38%	54%	103%	46%

c	Per share amount calculated on the average shares method.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 159 –

MM S&P 500 INDEX FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 21.46	$ 0.27	$ (2.98)	$ (2.71)	$ (0.29)	$ (2.53)	$ (2.82)	$ 15.93	(15.56%)	$ 900,471	0.12%	1.36%
9/30/21	19.31	0.28	4.91	5.19	(0.39)	(2.65)	(3.04)	21.46	29.93%	1,495,161	0.12%	1.36%
9/30/20	17.92	0.32	2.30	2.62	(0.40)	(0.83)	(1.23)	19.31	15.04%	1,210,251	0.12%	1.79%
9/30/19	20.48	0.32	(0.00)^d,aa	0.32	(0.37)	(2.51)	(2.88)	17.92	4.17%	1,083,523	0.12%	1.86%
9/30/18	21.59	0.37	3.00	3.37	(0.48)	(4.00)	(4.48)	20.48	17.77%	819,557	0.12%	1.86%
Class R5
9/30/22	$ 21.55	$ 0.25	$ (3.01)	$ (2.76)	$ (0.26)	$ (2.53)	$ (2.79)	$ 16.00	(15.68%)	$ 300,070	0.22%	1.27%
9/30/21	19.38	0.26	4.93	5.19	(0.37)	(2.65)	(3.02)	21.55	29.78%	471,641	0.22%	1.26%
9/30/20	17.98	0.30	2.31	2.61	(0.38)	(0.83)	(1.21)	19.38	14.93%	416,360	0.22%	1.70%
9/30/19	20.53	0.31	(0.01)^aa	0.30	(0.34)	(2.51)	(2.85)	17.98	4.05%	487,312	0.22%	1.76%
9/30/18	21.63	0.35	3.01	3.36	(0.46)	(4.00)	(4.46)	20.53	17.65%	532,163	0.22%	1.75%
Service Class
9/30/22	$ 21.60	$ 0.22	$ (3.02)	$ (2.80)	$ (0.23)	$ (2.53)	$ (2.76)	$ 16.04	(15.84%)	$ 244,212	0.37%	1.12%
9/30/21	19.41	0.23	4.95	5.18	(0.34)	(2.65)	(2.99)	21.60	29.63%	371,149	0.37%	1.11%
9/30/20	18.00	0.28	2.31	2.59	(0.35)	(0.83)	(1.18)	19.41	14.80%	381,745	0.37%	1.54%
9/30/19	20.55	0.28	(0.01)^aa	0.27	(0.31)	(2.51)	(2.82)	18.00	3.84%	395,249	0.37%	1.61%
9/30/18	21.64	0.32	3.02	3.34	(0.43)	(4.00)	(4.43)	20.55	17.48%	481,405	0.37%	1.59%
Administrative Class
9/30/22	$ 21.05	$ 0.19	$ (2.92)	$ (2.73)	$ (0.20)	$ (2.53)	$ (2.73)	$ 15.59	(15.88%)	$ 213,739	0.47%	1.01%
9/30/21	18.99	0.20	4.83	5.03	(0.32)	(2.65)	(2.97)	21.05	29.45%	368,149	0.47%	1.01%
9/30/20	17.63	0.25	2.27	2.52	(0.33)	(0.83)	(1.16)	18.99	14.68%	370,740	0.47%	1.45%
9/30/19	20.19	0.26	(0.01)^aa	0.25	(0.30)	(2.51)	(2.81)	17.63	3.77%	476,225	0.47%	1.51%
9/30/18	21.34	0.29	2.97	3.26	(0.41)	(4.00)	(4.41)	20.19	17.34%	606,359	0.47%	1.50%
Class R4
9/30/22	$ 20.69	$ 0.16	$ (2.87)	$ (2.71)	$ (0.16)	$ (2.53)	$ (2.69)	$ 15.29	(16.01%)	$ 333,263	0.62%	0.87%
9/30/21	18.71	0.17	4.75	4.92	(0.29)	(2.65)	(2.94)	20.69	29.26%	494,937	0.62%	0.87%
9/30/20	17.39	0.22	2.24	2.46	(0.31)	(0.83)	(1.14)	18.71	14.51%	561,315	0.62%	1.29%
9/30/19	19.95	0.23	(0.02)^aa	0.21	(0.26)	(2.51)	(2.77)	17.39	3.61%	594,415	0.62%	1.36%
9/30/18	21.13	0.26	2.93	3.19	(0.37)	(4.00)	(4.37)	19.95	17.15%	681,097	0.62%	1.35%
Class A
9/30/22	$ 20.51	$ 0.14	$ (2.83)	$ (2.69)	$ (0.14)	$ (2.53)	$ (2.67)	$ 15.15	(16.06%)	$ 18,172	0.72%	0.77%
9/30/21	18.57	0.15	4.72	4.87	(0.28)	(2.65)	(2.93)	20.51	29.14%	25,655	0.72%	0.76%
9/30/20	17.26	0.21	2.21	2.42	(0.28)	(0.83)	(1.11)	18.57	14.40%	23,908	0.72%	1.20%
9/30/19	19.82	0.21	(0.02)^aa	0.19	(0.24)	(2.51)	(2.75)	17.26	3.46%	28,147	0.72%	1.26%
9/30/18	21.03	0.24	2.92	3.16	(0.37)	(4.00)	(4.37)	19.82	17.06%	34,494	0.72%	1.25%
Class R3
9/30/22	$ 19.92	$ 0.11	$ (2.74)	$ (2.63)	$ (0.14)	$ (2.53)	$ (2.67)	$ 14.62	(16.25%)	$ 212,307	0.87%	0.63%
9/30/21	18.12	0.11	4.60	4.71	(0.26)	(2.65)	(2.91)	19.92	28.96%	271,678	0.87%	0.60%
9/30/20	16.87	0.17	2.17	2.34	(0.26)	(0.83)	(1.09)	18.12	14.25%	215,443	0.87%	1.04%
9/30/19	19.45	0.18	(0.02)^aa	0.16	(0.23)	(2.51)	(2.74)	16.87	3.34%	222,503	0.87%	1.11%
9/30/18	20.72	0.21	2.87	3.08	(0.35)	(4.00)	(4.35)	19.45	16.90%	251,216	0.87%	1.10%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	2%	4%	6%	4%	3%^q

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

q	Portfolio turnover excludes securities received from subscriptions in-kind. Amount would be 12% including securities received from subscriptions in-kind.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 160 –

MASSMUTUAL EQUITY OPPORTUNITIES FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 20.17	$ 0.23	$ (1.29)	$ (1.06)	$ (0.25)	$ (2.20)	$ (2.45)	$ 16.66	(6.98%)	$ 355,035	0.74%	1.17%
9/30/21	17.22	0.24	3.99	4.23	(0.24)	(1.04)	(1.28)	20.17	25.67%	432,817	0.73%	1.25%
9/30/20	18.33	0.27	0.26	0.53	(0.29)	(1.35)	(1.64)	17.22	2.73%	402,371	0.74%	1.64%
9/30/19	18.41	0.27	1.36	1.63	(0.28)	(1.43)	(1.71)	18.33	10.82%	274,970	0.74%	1.60%
9/30/18	22.45	0.27	2.75	3.02	(0.51)	(6.55)	(7.06)	18.41	16.23%	268,240	0.74%	1.50%
Class R5
9/30/22	$ 20.26	$ 0.21	$ (1.29)	$ (1.08)	$ (0.23)	$ (2.20)	$ (2.43)	$ 16.75	(7.05%)	$ 84,471	0.83%	1.06%
9/30/21	17.30	0.22	4.00	4.22	(0.22)	(1.04)	(1.26)	20.26	25.48%	165,143	0.83%	1.15%
9/30/20	18.41	0.26	0.25	0.51	(0.27)	(1.35)	(1.62)	17.30	2.61%	156,171	0.84%	1.50%
9/30/19	18.47	0.26	1.37	1.63	(0.26)	(1.43)	(1.69)	18.41	10.76%	180,002	0.84%	1.50%
9/30/18	22.50	0.25	2.75	3.00	(0.48)	(6.55)	(7.03)	18.47	16.09%	188,418	0.84%	1.38%
Service Class
9/30/22	$ 19.75	$ 0.18	$ (1.25)	$ (1.07)	$ (0.21)	$ (2.20)	$ (2.41)	$ 16.27	(7.18%)	$ 34,750	0.94%	0.96%
9/30/21	16.88	0.20	3.91	4.11	(0.20)	(1.04)	(1.24)	19.75	25.44%	46,987	0.93%	1.04%
9/30/20	18.00	0.23	0.25	0.48	(0.25)	(1.35)	(1.60)	16.88	2.52%	48,504	0.94%	1.41%
9/30/19	18.10	0.24	1.33	1.57	(0.24)	(1.43)	(1.67)	18.00	10.61%	53,931	0.94%	1.41%
9/30/18	22.17	0.23	2.71	2.94	(0.46)	(6.55)	(7.01)	18.10	16.00%	50,746	0.94%	1.28%
Administrative Class
9/30/22	$ 19.38	$ 0.16	$ (1.23)	$ (1.07)	$ (0.19)	$ (2.20)	$ (2.39)	$ 15.92	(7.30%)	$ 34,104	1.04%	0.86%
9/30/21	16.59	0.18	3.83	4.01	(0.18)	(1.04)	(1.22)	19.38	25.26%	51,726	1.03%	0.95%
9/30/20	17.71	0.21	0.25	0.46	(0.23)	(1.35)	(1.58)	16.59	2.42%	45,175	1.04%	1.30%
9/30/19	17.84	0.21	1.31	1.52	(0.22)	(1.43)	(1.65)	17.71	10.46%	55,316	1.04%	1.29%
9/30/18	21.94	0.21	2.68	2.89	(0.44)	(6.55)	(6.99)	17.84	15.92%	75,215	1.04%	1.19%
Class R4
9/30/22	$ 17.80	$ 0.12	$ (1.09)	$ (0.97)	$ (0.17)	$ (2.20)	$ (2.37)	$ 14.46	(7.41%)	$ 6,354	1.19%	0.71%
9/30/21	15.34	0.13	3.54	3.67	(0.17)	(1.04)	(1.21)	17.80	25.07%	8,727	1.18%	0.79%
9/30/20	16.48	0.18	0.23	0.41	(0.20)	(1.35)	(1.55)	15.34	2.28%	8,716	1.19%	1.18%
9/30/19	16.74	0.17	1.21	1.38	(0.21)	(1.43)	(1.64)	16.48	10.30%	6,921	1.19%	1.13%
9/30/18	21.00	0.17	2.54	2.71	(0.42)	(6.55)	(6.97)	16.74	15.70%	9,409	1.19%	1.04%
Class A
9/30/22	$ 18.18	$ 0.11	$ (1.12)	$ (1.01)	$ (0.14)	$ (2.20)	$ (2.34)	$ 14.83	(7.46%)	$ 38,062	1.29%	0.61%
9/30/21	15.64	0.12	3.61	3.73	(0.15)	(1.04)	(1.19)	18.18	24.94%	53,123	1.28%	0.70%
9/30/20	16.78	0.16	0.24	0.40	(0.19)	(1.35)	(1.54)	15.64	2.19%	55,832	1.29%	1.05%
9/30/19	16.98	0.16	1.24	1.40	(0.17)	(1.43)	(1.60)	16.78	10.19%	63,914	1.29%	1.04%
9/30/18	21.17	0.16	2.56	2.72	(0.36)	(6.55)	(6.91)	16.98	15.62%	78,457	1.29%	0.92%
Class R3
9/30/22	$ 16.40	$ 0.07	$ (0.98)	$ (0.91)	$ (0.13)	$ (2.20)	$ (2.33)	$ 13.16	(7.66%)	$ 4,064	1.44%	0.49%
9/30/21	14.22	0.09	3.27	3.36	(0.14)	(1.04)	(1.18)	16.40	24.79%	3,259	1.43%	0.55%
9/30/20	15.42	0.13	0.22	0.35	(0.20)	(1.35)	(1.55)	14.22	2.00%	3,447	1.44%	0.92%
9/30/19	15.77	0.13	1.12	1.25	(0.17)	(1.43)	(1.60)	15.42	10.01%	3,297	1.44%	0.92%
9/30/18	20.10	0.12	2.41	2.53	(0.31)	(6.55)	(6.86)	15.77	15.43%	2,679	1.44%	0.78%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	25%	25%	41%	33%	35%

c	Per share amount calculated on the average shares method.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 161 –

MASSMUTUAL FUNDAMENTAL GROWTH FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 6.15	$ (0.02)	$ (1.42)	$ (1.44)	$ —	$ (1.73)	$ (1.73)	$ 2.98	(31.76%)	$ 2,654	1.18%	1.18%^k	(0.59%)
9/30/21	8.33	(0.04)	1.93	1.89	—	(4.07)	(4.07)	6.15	28.46%	13,386	1.04%	N/A	(0.61%)
9/30/20	8.03	0.00^d	1.67	1.67	(0.02)	(1.35)	(1.37)	8.33	23.25%	12,278	0.89%	N/A	(0.01%)
9/30/19	9.81	0.02	(0.00)^d,aa	0.02	(0.05)	(1.75)	(1.80)	8.03	4.27%	67,992	0.82%	0.78%	0.31%
9/30/18	8.44	0.05	1.95	2.00	(0.07)	(0.56)	(0.63)	9.81	24.98%	64,876	0.78%	0.70%	0.56%
Class R5
9/30/22	$ 6.19	$ (0.03)	$ (1.43)	$ (1.46)	$ —	$ (1.73)	$ (1.73)	$ 3.00	(31.94%)	$ 4,939	1.32%	1.31%	(0.71%)
9/30/21	8.37	(0.05)	1.94	1.89	(0.00)^d	(4.07)	(4.07)	6.19	28.29%	10,813	1.14%	N/A	(0.71%)
9/30/20	8.05	(0.01)	1.69	1.68	(0.01)	(1.35)	(1.36)	8.37	23.34%	12,351	0.99%	N/A	(0.17%)
9/30/19	9.83	0.02	(0.01)^aa	0.01	(0.04)	(1.75)	(1.79)	8.05	4.13%	31,014	0.92%	0.88%	0.21%
9/30/18	8.46	0.04	1.95	1.99	(0.06)	(0.56)	(0.62)	9.83	24.80%	32,604	0.88%	0.80%	0.45%
Service Class
9/30/22	$ 5.84	$ (0.03)	$ (1.32)	$ (1.35)	$ —	$ (1.73)	$ (1.73)	$ 2.76	(31.97%)	$ 4,211	1.43%	1.42%	(0.80%)
9/30/21	8.11	(0.05)	1.85	1.80	(0.00)^d	(4.07)	(4.07)	5.84	28.05%	6,641	1.24%	N/A	(0.81%)
9/30/20	7.83	(0.02)	1.66	1.64	(0.01)	(1.35)	(1.36)	8.11	23.35%	6,285	1.09%	N/A	(0.30%)
9/30/19	9.62	0.01	(0.02)^aa	(0.01)	(0.03)	(1.75)	(1.78)	7.83	3.97%	9,805	1.02%	0.98%	0.11%
9/30/18	8.29	0.03	1.92	1.95	(0.06)	(0.56)	(0.62)	9.62	24.72%	9,630	0.98%	0.90%	0.35%
Administrative Class
9/30/22	$ 5.46	$ (0.03)	$ (1.21)	$ (1.24)	$ —	$ (1.73)	$ (1.73)	$ 2.49	(32.21%)	$ 4,610	1.52%	1.51%	(0.90%)
9/30/21	7.80	(0.05)	1.78	1.73	(0.00)^d	(4.07)	(4.07)	5.46	28.26%	8,032	1.34%	N/A	(0.91%)
9/30/20	7.59	(0.03)	1.59	1.56	—	(1.35)	(1.35)	7.80	23.08%	13,485	1.19%	N/A	(0.41%)
9/30/19	9.38	0.00^d	(0.02)^aa	(0.02)	(0.02)	(1.75)	(1.77)	7.59	3.97%	14,315	1.12%	1.09%	0.01%
9/30/18	8.10	0.02	1.87	1.89	(0.05)	(0.56)	(0.61)	9.38	24.56%	12,307	1.08%	1.00%	0.25%
Class R4
9/30/22	$ 4.59	$ (0.03)	$ (0.93)	$ (0.96)	$ —	$ (1.73)	$ (1.73)	$ 1.90	(32.23%)	$ 1,220	1.69%	1.68%	(1.05%)
9/30/21	7.14	(0.05)	1.57	1.52	(0.00)^d	(4.07)	(4.07)	4.59	27.79%	1,699	1.49%	N/A	(1.06%)
9/30/20	7.06	(0.04)	1.47	1.43	—	(1.35)	(1.35)	7.14	22.94%	1,662	1.34%	N/A	(0.59%)
9/30/19	8.86	(0.01)	(0.03)^aa	(0.04)	(0.01)	(1.75)	(1.76)	7.06	3.87%	1,217	1.27%	1.22%	(0.08%)
9/30/18	7.68	0.01	1.77	1.78	(0.04)	(0.56)	(0.60)	8.86	24.48%	2,757	1.23%	1.15%	0.10%
Class A
9/30/22	$ 4.72	$ (0.03)	$ (0.97)	$ (1.00)	$ —	$ (1.73)	$ (1.73)	$ 1.99	(32.20%)	$ 7,267	1.77%	1.76%	(1.15%)
9/30/21	7.25	(0.06)	1.60	1.54	(0.00)^d	(4.07)	(4.07)	4.72	27.60%	13,199	1.59%	N/A	(1.16%)
9/30/20	7.15	(0.04)	1.49	1.45	—	(1.35)	(1.35)	7.25	22.92%	15,843	1.44%	N/A	(0.67%)
9/30/19	8.95	(0.02)	(0.03)^aa	(0.05)	—	(1.75)	(1.75)	7.15	3.67%	14,997	1.37%	1.33%	(0.23%)
9/30/18	7.75	0.00^d	1.79	1.79	(0.03)	(0.56)	(0.59)	8.95	24.31%	18,868	1.33%	1.25%	0.00%^e
Class R3
9/30/22	$ 3.70	$ (0.02)	$ (0.66)	$ (0.68)	$ —	$ (1.73)	$ (1.73)	$ 1.29	(32.59%)	$ 1,101	1.94%	1.93%	(1.30%)
9/30/21	6.45	(0.05)	1.37	1.32	(0.00)^d	(4.07)	(4.07)	3.70	27.69%	1,562	1.74%	N/A	(1.32%)
9/30/20	6.51	(0.05)	1.34	1.29	—	(1.35)	(1.35)	6.45	22.70%	2,803	1.59%	N/A	(0.82%)
9/30/19	8.34	(0.03)	(0.05)^aa	(0.08)	—	(1.75)	(1.75)	6.51	3.54%	2,794	1.52%	1.48%	(0.40%)
9/30/18	7.27	(0.01)	1.67	1.66	(0.03)	(0.56)	(0.59)	8.34	24.08%	3,307	1.48%	1.40%	(0.15%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	67%	78%	164%	123%	47%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

e	Amount is less than 0.005%.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

k	Amount waived had no impact on the ratio of expenses to average daily net assets.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 162 –

MASSMUTUAL BLUE CHIP GROWTH FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 33.66	$ (0.04)	$ (8.56)	$ (8.60)	$ —	$ (6.32)	$ (6.32)	$ 18.74	(31.96%)	$ 1,748,402	0.64%	(0.15%)
9/30/21	28.98	(0.05)	6.11	6.06	—	(1.38)	(1.38)	33.66	21.60%	2,790,281	0.63%	(0.15%)
9/30/20	22.73	0.01	7.59	7.60	(0.09)	(1.26)	(1.35)	28.98	34.96%	2,729,246	0.64%	0.06%
9/30/19	23.37	0.07	0.59	0.66	(0.11)	(1.19)	(1.30)	22.73	3.82%	1,947,695	0.64%	0.34%
9/30/18	19.78	0.06	4.45	4.51	(0.11)	(0.81)	(0.92)	23.37	23.49%	1,799,107	0.64%	0.30%
Class R5
9/30/22	$ 33.56	$ (0.06)	$ (8.53)	$ (8.59)	$ —	$ (6.32)	$ (6.32)	$ 18.65	(32.04%)	$ 333,396	0.74%	(0.25%)
9/30/21	28.93	(0.08)	6.09	6.01	—	(1.38)	(1.38)	33.56	21.46%	616,307	0.73%	(0.25%)
9/30/20	22.69	(0.01)	7.58	7.57	(0.07)	(1.26)	(1.33)	28.93	34.84%	604,630	0.74%	(0.04%)
9/30/19	23.32	0.05	0.59	0.64	(0.08)	(1.19)	(1.27)	22.69	3.75%	456,222	0.74%	0.24%
9/30/18	19.75	0.04	4.43	4.47	(0.09)	(0.81)	(0.90)	23.32	23.31%	503,294	0.74%	0.19%
Service Class
9/30/22	$ 33.18	$ (0.09)	$ (8.40)	$ (8.49)	$ —	$ (6.32)	$ (6.32)	$ 18.37	(32.12%)	$ 121,094	0.84%	(0.35%)
9/30/21	28.64	(0.11)	6.03	5.92	—	(1.38)	(1.38)	33.18	21.36%	207,565	0.83%	(0.35%)
9/30/20	22.47	(0.04)	7.51	7.47	(0.04)	(1.26)	(1.30)	28.64	34.72%	184,567	0.84%	(0.17%)
9/30/19	23.10	0.03	0.58	0.61	(0.05)	(1.19)	(1.24)	22.47	3.61%	114,021	0.84%	0.14%
9/30/18	19.57	0.02	4.39	4.41	(0.07)	(0.81)	(0.88)	23.10	23.21%	122,916	0.84%	0.09%
Administrative Class
9/30/22	$ 32.58	$ (0.11)	$ (8.20)	$ (8.31)	$ —	$ (6.32)	$ (6.32)	$ 17.95	(32.16%)	$ 171,168	0.94%	(0.46%)
9/30/21	28.18	(0.14)	5.92	5.78	—	(1.38)	(1.38)	32.58	21.21%	347,256	0.93%	(0.45%)
9/30/20	22.13	(0.06)	7.40	7.34	(0.03)	(1.26)	(1.29)	28.18	34.60%	388,847	0.94%	(0.24%)
9/30/19	22.78	0.01	0.57	0.58	(0.04)	(1.19)	(1.23)	22.13	3.51%	312,815	0.94%	0.04%
9/30/18	19.31	(0.00)^d	4.33	4.33	(0.05)	(0.81)	(0.86)	22.78	23.08%	315,952	0.94%	(0.01%)
Class R4
9/30/22	$ 30.82	$ (0.14)	$ (7.63)	$ (7.77)	$ —	$ (6.32)	$ (6.32)	$ 16.73	(32.26%)	$ 48,674	1.08%	(0.59%)
9/30/21	26.76	(0.17)	5.61	5.44	—	(1.38)	(1.38)	30.82	21.05%	128,730	1.08%	(0.60%)
9/30/20	21.09	(0.09)	7.02	6.93	—	(1.26)	(1.26)	26.76	34.34%	121,843	1.09%	(0.38%)
9/30/19	21.78	(0.02)	0.54	0.52	(0.02)	(1.19)	(1.21)	21.09	3.38%	106,445	1.09%	(0.11%)
9/30/18	18.51	(0.03)	4.15	4.12	(0.04)	(0.81)	(0.85)	21.78	22.92%	107,811	1.09%	(0.16%)
Class A
9/30/22	$ 30.82	$ (0.16)	$ (7.63)	$ (7.79)	$ —	$ (6.32)	$ (6.32)	$ 16.71	(32.34%)	$ 80,084	1.19%	(0.70%)
9/30/21	26.79	(0.20)	5.61	5.41	—	(1.38)	(1.38)	30.82	20.91%	142,265	1.18%	(0.69%)
9/30/20	21.13	(0.11)	7.03	6.92	—	(1.26)	(1.26)	26.79	34.23%	202,794	1.18%	(0.48%)
9/30/19	21.82	(0.04)	0.54	0.50	—	(1.19)	(1.19)	21.13	3.27%	181,457	1.19%	(0.21%)
9/30/18	18.53	(0.05)	4.15	4.10	—	(0.81)	(0.81)	21.82	22.76%	198,284	1.19%	(0.26%)
Class R3
9/30/22	$ 28.32	$ (0.18)	$ (6.82)	$ (7.00)	$ —	$ (6.32)	$ (6.32)	$ 15.00	(32.41%)	$ 30,331	1.34%	(0.85%)
9/30/21	24.76	(0.23)	5.17	4.94	—	(1.38)	(1.38)	28.32	20.72%	55,690	1.33%	(0.85%)
9/30/20	19.64	(0.13)	6.51	6.38	—	(1.26)	(1.26)	24.76	34.06%	60,548	1.33%	(0.62%)
9/30/19	20.41	(0.07)	0.49	0.42	—	(1.19)	(1.19)	19.64	3.10%	61,141	1.34%	(0.36%)
9/30/18	17.41	(0.08)	3.90	3.82	(0.01)	(0.81)	(0.82)	20.41	22.57%	60,560	1.34%	(0.41%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	16%	20%	28%	25%	17%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 163 –

MASSMUTUAL GROWTH OPPORTUNITIES FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 11.31	$ (0.04)	$ (4.23)	$ (4.27)	$ —	$ (2.48)	$ (2.48)	$ 4.56	(47.25%)	$ 146,814	0.78%	0.76%	(0.53%)
9/30/21	10.57	(0.06)	2.82	2.76	—	(2.02)	(2.02)	11.31	28.69%	304,938	0.76%	0.74%	(0.54%)
9/30/20	10.21	(0.02)	3.53	3.51	(0.06)	(3.09)	(3.15)	10.57	45.81%	248,333	0.77%	0.76%	(0.23%)
9/30/19	13.19	(0.03)	(0.29)^aa	(0.32)	—	(2.66)	(2.66)	10.21	1.63%	168,427	0.76%	N/A	(0.24%)
9/30/18	11.97	(0.04)	2.81	2.77	—	(1.55)	(1.55)	13.19	25.79%	390,266	0.74%	N/A	(0.30%)
Class R5
9/30/22	$ 11.00	$ (0.04)	$ (4.08)	$ (4.12)	$ —	$ (2.48)	$ (2.48)	$ 4.40	(47.21%)	$ 33,626	0.88%	0.86%	(0.63%)
9/30/21	10.33	(0.07)	2.76	2.69	—	(2.02)	(2.02)	11.00	28.64%	82,696	0.86%	0.84%	(0.64%)
9/30/20	10.05	(0.03)	3.45	3.42	(0.05)	(3.09)	(3.14)	10.33	45.51%	112,882	0.87%	0.86%	(0.31%)
9/30/19	13.04	(0.04)	(0.29)^aa	(0.33)	—	(2.66)	(2.66)	10.05	1.56%	127,577	0.86%	N/A	(0.36%)
9/30/18	11.87	(0.05)	2.77	2.72	—	(1.55)	(1.55)	13.04	25.58%	153,460	0.84%	N/A	(0.40%)
Service Class
9/30/22	$ 10.27	$ (0.05)	$ (3.74)	$ (3.79)	$ —	$ (2.48)	$ (2.48)	$ 4.00	(47.38%)	$ 14,637	0.98%	0.96%	(0.73%)
9/30/21	9.77	(0.07)	2.59	2.52	—	(2.02)	(2.02)	10.27	28.53%	30,819	0.96%	0.94%	(0.74%)
9/30/20	9.66	(0.03)	3.27	3.24	(0.04)	(3.09)	(3.13)	9.77	45.46%	31,955	0.97%	0.96%	(0.37%)
9/30/19	12.67	(0.05)	(0.30)^aa	(0.35)	—	(2.66)	(2.66)	9.66	1.40%	73,129	0.96%	N/A	(0.47%)
9/30/18	11.58	(0.06)	2.70	2.64	—	(1.55)	(1.55)	12.67	25.52%	68,041	0.94%	N/A	(0.50%)
Administrative Class
9/30/22	$ 9.34	$ (0.05)	$ (3.30)	$ (3.35)	$ —	$ (2.48)	$ (2.48)	$ 3.51	(47.40%)	$ 22,602	1.08%	1.06%	(0.83%)
9/30/21	9.06	(0.08)	2.38	2.30	—	(2.02)	(2.02)	9.34	28.30%	51,978	1.06%	1.04%	(0.84%)
9/30/20	9.17	(0.04)	3.05	3.01	(0.03)	(3.09)	(3.12)	9.06	45.29%	57,076	1.07%	1.06%	(0.52%)
9/30/19	12.19	(0.05)	(0.31)^aa	(0.36)	—	(2.66)	(2.66)	9.17	1.38%	48,666	1.06%	N/A	(0.56%)
9/30/18	11.21	(0.07)	2.60	2.53	—	(1.55)	(1.55)	12.19	25.36%	56,625	1.04%	N/A	(0.60%)
Class R4
9/30/22	$ 7.76	$ (0.05)	$ (2.55)	$ (2.60)	$ —	$ (2.48)	$ (2.48)	$ 2.68	(47.38%)	$ 638	1.23%	1.21%	(0.99%)
9/30/21	7.84	(0.08)	2.02	1.94	—	(2.02)	(2.02)	7.76	28.08%	2,721	1.21%	1.19%	(0.99%)
9/30/20	8.32	(0.04)	2.66	2.62	(0.01)	(3.09)	(3.10)	7.84	45.05%	2,777	1.22%	1.21%	(0.60%)
9/30/19	11.37	(0.06)	(0.33)^aa	(0.39)	—	(2.66)	(2.66)	8.32	1.17%	9,775	1.21%	N/A	(0.71%)
9/30/18	10.57	(0.08)	2.43	2.35	—	(1.55)	(1.55)	11.37	25.17%	16,920	1.19%	N/A	(0.75%)
Class A
9/30/22	$ 7.60	$ (0.05)	$ (2.48)	$ (2.53)	$ —	$ (2.48)	$ (2.48)	$ 2.59	(47.50%)	$ 14,095	1.33%	1.31%	(1.08%)
9/30/21	7.72	(0.08)	1.98	1.90	—	(2.02)	(2.02)	7.60	27.99%	38,900	1.31%	1.29%	(1.09%)
9/30/20	8.24	(0.05)	2.63	2.58	(0.01)	(3.09)	(3.10)	7.72	44.93%	41,810	1.32%	1.31%	(0.77%)
9/30/19	11.30	(0.07)	(0.33)^aa	(0.40)	—	(2.66)	(2.66)	8.24	1.06%	36,629	1.31%	N/A	(0.81%)
9/30/18	10.52	(0.09)	2.42	2.33	—	(1.55)	(1.55)	11.30	25.08%	49,746	1.29%	N/A	(0.85%)
Class R3
9/30/22	$ 5.90	$ (0.03)	$ (1.70)	$ (1.73)	$ —	$ (2.48)	$ (2.48)	$ 1.69	(47.66%)	$ 1,411	1.48%	1.46%	(1.23%)
9/30/21	6.40	(0.07)	1.59	1.52	—	(2.02)	(2.02)	5.90	27.84%	2,696	1.46%	1.44%	(1.24%)
9/30/20	7.33	(0.05)	2.21	2.16	(0.00)^d	(3.09)	(3.09)	6.40	44.85%	984	1.47%	1.46%	(0.92%)
9/30/19	10.41	(0.07)	(0.35)^aa	(0.42)	—	(2.66)	(2.66)	7.33	0.95%	925	1.46%	N/A	(0.97%)
9/30/18	9.82	(0.10)	2.24	2.14	—	(1.55)	(1.55)	10.41	24.93%	976	1.44%	N/A	(1.00%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	29%	26%	47%	33%	28%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 164 –

MASSMUTUAL MID CAP VALUE FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 15.11	$ 0.19	$ (1.12)	$ (0.93)	$ (0.16)	$ (3.46)	$ (3.62)	$ 10.56	(9.37%)	$ 97,584	0.93%	0.61%	1.47%
9/30/21	11.24	0.18	3.87	4.05	(0.18)	—	(0.18)	15.11	36.36%	114,786	0.93%	0.70%	1.28%
9/30/20	12.42	0.20	(1.15)	(0.95)	(0.23)	—	(0.23)	11.24	(7.88%)	97,457	1.00%	0.80%	1.75%
9/30/19	14.05	0.21	(0.11)^aa	0.10	(0.16)	(1.57)	(1.73)	12.42	2.92%	93,413	1.00%	0.80%	1.73%
9/30/18	15.20	0.18	0.99	1.17	(0.21)	(2.11)	(2.32)	14.05	8.30%	91,004	0.98%	0.80%	1.28%
Class R5
9/30/22	$ 15.28	$ 0.18	$ (1.15)	$ (0.97)	$ (0.14)	$ (3.46)	$ (3.60)	$ 10.71	(9.51%)	$ 782	1.03%	0.71%	1.36%
9/30/21	11.36	0.17	3.91	4.08	(0.16)	—	(0.16)	15.28	36.22%	1,001	1.03%	0.79%	1.18%
9/30/20	12.55	0.20	(1.17)	(0.97)	(0.22)	—	(0.22)	11.36	(7.96%)	843	1.10%	0.90%	1.67%
9/30/19	14.15	0.20	(0.10)^aa	0.10	(0.13)	(1.57)	(1.70)	12.55	2.78%	1,332	1.10%	0.90%	1.68%
9/30/18	15.28	0.16	1.02	1.18	(0.20)	(2.11)	(2.31)	14.15	8.26%	949	1.08%	0.90%	1.10%
Service Class
9/30/22	$ 15.16	$ 0.15	$ (1.12)	$ (0.97)	$ (0.13)	$ (3.46)	$ (3.59)	$ 10.60	(9.60%)	$ 88	1.12%	0.81%	1.15%
9/30/21	11.28	0.16	3.88	4.04	(0.16)	—	(0.16)	15.16	36.08%	569	1.13%	0.87%	1.07%
9/30/20	12.46	0.18	(1.16)	(0.98)	(0.20)	—	(0.20)	11.28	(8.05%)	203	1.20%	1.00%	1.55%
9/30/19	14.09	0.18	(0.10)^aa	0.08	(0.14)	(1.57)	(1.71)	12.46	2.73%	215	1.20%	1.00%	1.53%
9/30/18	15.24	0.17	0.97	1.14	(0.18)	(2.11)	(2.29)	14.09	8.03%	255	1.18%	1.00%	1.14%
Administrative Class
9/30/22	$ 15.46	$ 0.15	$ (1.16)	$ (1.01)	$ (0.10)	$ (3.46)	$ (3.56)	$ 10.89	(9.63%)	$ 841	1.23%	0.91%	1.17%
9/30/21	11.50	0.14	3.97	4.11	(0.15)	—	(0.15)	15.46	35.93%	1,124	1.23%	1.00%	0.98%
9/30/20	12.71	0.17	(1.19)	(1.02)	(0.19)	—	(0.19)	11.50	(8.19%)	873	1.30%	1.10%	1.46%
9/30/19	14.32	0.18	(0.10)^aa	0.08	(0.12)	(1.57)	(1.69)	12.71	2.62%	889	1.30%	1.10%	1.44%
9/30/18	15.43	0.14	1.03	1.17	(0.17)	(2.11)	(2.28)	14.32	8.08%	888	1.28%	1.10%	0.97%
Class R4
9/30/22	$ 14.96	$ 0.13	$ (1.12)	$ (0.99)	$ (0.03)	$ (3.46)	$ (3.49)	$ 10.48	(9.79%)	$ 255	1.38%	1.06%	1.04%
9/30/21	11.14	0.11	3.84	3.95	(0.13)	—	(0.13)	14.96	35.64%	276	1.38%	1.20%	0.81%
9/30/20	12.31	0.15	(1.14)	(0.99)	(0.18)	—	(0.18)	11.14	(8.27%)	934	1.45%	1.25%	1.29%
9/30/19	13.97	0.16	(0.11)^aa	0.05	(0.14)	(1.57)	(1.71)	12.31	2.48%	1,050	1.45%	1.25%	1.36%
9/30/18	15.11	0.13	0.99	1.12	(0.15)	(2.11)	(2.26)	13.97	7.89%	307	1.43%	1.25%	0.90%
Class A
9/30/22	$ 15.13	$ 0.12	$ (1.14)	$ (1.02)	$ —	$ (3.46)	$ (3.46)	$ 10.65	(9.87%)	$ 1,390	1.48%	1.16%	0.93%
9/30/21	11.27	0.10	3.88	3.98	(0.12)	—	(0.12)	15.13	35.51%	1,544	1.48%	1.26%	0.73%
9/30/20	12.47	0.14	(1.17)	(1.03)	(0.17)	—	(0.17)	11.27	(8.41%)	3,071	1.55%	1.35%	1.23%
9/30/19	14.07	0.14	(0.09)^aa	0.05	(0.08)	(1.57)	(1.65)	12.47	2.41%	2,788	1.55%	1.35%	1.18%
9/30/18	15.21	0.10	1.00	1.10	(0.13)	(2.11)	(2.24)	14.07	7.73%	2,464	1.53%	1.35%	0.73%
Class R3
9/30/22	$ 14.92	$ 0.10	$ (1.12)	$ (1.02)	$ —	$ (3.46)	$ (3.46)	$ 10.44	(10.05%)	$ 120	1.63%	1.31%	0.77%
9/30/21	11.10	0.07	3.84	3.91	(0.09)	—	(0.09)	14.92	35.39%	144	1.63%	1.42%	0.52%
9/30/20	12.28	0.12	(1.15)	(1.03)	(0.15)	—	(0.15)	11.10	(8.53%)	381	1.70%	1.50%	1.05%
9/30/19	13.90	0.13	(0.11)^aa	0.02	(0.07)	(1.57)	(1.64)	12.28	2.19%	503	1.70%	1.50%	1.06%
9/30/18	15.06	0.08	1.00	1.08	(0.13)	(2.11)	(2.24)	13.90	7.66%	383	1.68%	1.50%	0.57%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	82%	134%	74%	54%	98%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 165 –

MASSMUTUAL SMALL CAP VALUE EQUITY FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 13.05	$ 0.01^bb	$ (1.25)	$ (1.24)	$ —	$ (3.12)	$ (3.12)	$ 8.69	(13.54%)	$ 31,863	1.16%	N/A	0.10%
9/30/21	8.72	0.00^d	4.68	4.68	—	(0.35)	(0.35)	13.05	54.27%	37,021	1.03%	N/A	0.04%
9/30/20	11.17	0.02	(1.39)	(1.37)	(0.03)	(1.05)	(1.08)	8.72	(14.27%)	51,492	1.05%	N/A	0.22%
9/30/19	18.11	0.05	(2.20)	(2.15)	(0.06)	(4.73)	(4.79)	11.17	(8.20%)	47,894	0.97%	0.93%	0.44%
9/30/18	18.07	0.06	2.07	2.13	(0.09)	(2.00)	(2.09)	18.11	12.92%	51,328	0.89%	0.80%	0.32%
Class R5
9/30/22	$ 13.07	$ (0.00)^d	$ (1.25)	$ (1.25)	$ —	$ (3.12)	$ (3.12)	$ 8.70	(13.61%)	$ 6,513	1.25%	N/A	(0.02%)
9/30/21	8.74	(0.01)	4.69	4.68	—	(0.35)	(0.35)	13.07	54.14%	11,028	1.13%	N/A	(0.07%)
9/30/20	11.19	0.01	(1.40)	(1.39)	(0.01)	(1.05)	(1.06)	8.74	(14.38%)	10,194	1.15%	N/A	0.11%
9/30/19	18.12	0.04	(2.20)	(2.16)	(0.04)	(4.73)	(4.77)	11.19	(8.26%)	16,680	1.07%	1.01%	0.31%
9/30/18	18.08	0.04	2.08	2.12	(0.08)	(2.00)	(2.08)	18.12	12.80%	42,389	0.99%	0.90%	0.24%
Service Class
9/30/22	$ 13.13	$ (0.01)	$ (1.26)	$ (1.27)	$ —	$ (3.12)	$ (3.12)	$ 8.74	(13.72%)	$ 2,189	1.36%	N/A	(0.12%)
9/30/21	8.79	(0.02)	4.71	4.69	—	(0.35)	(0.35)	13.13	53.95%	3,143	1.23%	N/A	(0.15%)
9/30/20	11.24	0.00^d	(1.40)	(1.40)	(0.00)^d	(1.05)	(1.05)	8.79	(14.38%)	2,572	1.25%	N/A	0.02%
9/30/19	18.15	0.03	(2.20)	(2.17)	(0.01)	(4.73)	(4.74)	11.24	(8.39%)	4,730	1.17%	1.12%	0.23%
9/30/18	18.11	0.02	2.08	2.10	(0.06)	(2.00)	(2.06)	18.15	12.66%	5,773	1.09%	1.00%	0.14%
Administrative Class
9/30/22	$ 12.99	$ (0.02)	$ (1.24)	$ (1.26)	$ —	$ (3.12)	$ (3.12)	$ 8.61	(13.80%)	$ 2,189	1.46%	N/A	(0.21%)
9/30/21	8.70	(0.03)	4.67	4.64	—	(0.35)	(0.35)	12.99	53.93%	2,550	1.33%	N/A	(0.25%)
9/30/20	11.16	(0.01)	(1.40)	(1.41)	—	(1.05)	(1.05)	8.70	(14.58%)	3,126	1.35%	N/A	(0.08%)
9/30/19	18.07	0.02	(2.19)	(2.17)	(0.01)	(4.73)	(4.74)	11.16	(8.45%)	3,240	1.27%	1.22%	0.13%
9/30/18	18.00	(0.00)^d	2.07	2.07	(0.00)^d	(2.00)	(2.00)	18.07	12.57%	5,162	1.19%	1.10%	(0.01%)
Class R4
9/30/22	$ 12.65	$ (0.04)	$ (1.18)	$ (1.22)	$ —	$ (3.12)	$ (3.12)	$ 8.31	(13.88%)	$ 1,193	1.61%	N/A	(0.36%)
9/30/21	8.50	(0.05)	4.55	4.50	—	(0.35)	(0.35)	12.65	53.54%	1,492	1.48%	N/A	(0.41%)
9/30/20	10.93	(0.02)	(1.36)	(1.38)	—	(1.05)	(1.05)	8.50	(14.62%)	2,332	1.50%	N/A	(0.24%)
9/30/19	17.83	(0.00)^d	(2.17)	(2.17)	—	(4.73)	(4.73)	10.93	(8.59%)	4,301	1.42%	1.38%	(0.00%)^e
9/30/18	17.85	(0.01)	2.03	2.02	(0.04)	(2.00)	(2.04)	17.83	12.37%	3,350	1.34%	1.25%	(0.08%)
Class A
9/30/22	$ 12.73	$ (0.05)	$ (1.20)	$ (1.25)	$ —	$ (3.12)	$ (3.12)	$ 8.36	(14.05%)	$ 4,521	1.71%	N/A	(0.47%)
9/30/21	8.56	(0.06)	4.58	4.52	—	(0.35)	(0.35)	12.73	53.40%	6,375	1.58%	N/A	(0.50%)
9/30/20	11.01	(0.03)	(1.37)	(1.40)	—	(1.05)	(1.05)	8.56	(14.70%)	4,715	1.60%	N/A	(0.34%)
9/30/19	17.93	(0.01)	(2.18)	(2.19)	—	(4.73)	(4.73)	11.01	(8.68%)	7,990	1.52%	1.47%	(0.11%)
9/30/18	17.92	(0.03)	2.04	2.01	(0.00)^d	(2.00)	(2.00)	17.93	12.26%	11,623	1.44%	1.35%	(0.20%)
Class R3
9/30/22	$ 12.49	$ (0.06)	$ (1.17)	$ (1.23)	$ —	$ (3.12)	$ (3.12)	$ 8.14	(14.19%)	$ 621	1.86%	N/A	(0.61%)
9/30/21	8.41	(0.08)	4.51	4.43	—	(0.35)	(0.35)	12.49	53.27%	695	1.73%	N/A	(0.66%)
9/30/20	10.86	(0.04)	(1.36)	(1.40)	—	(1.05)	(1.05)	8.41	(14.92%)	748	1.75%	N/A	(0.47%)
9/30/19	17.79	(0.03)	(2.17)	(2.20)	—	(4.73)	(4.73)	10.86	(8.84%)	856	1.67%	1.61%	(0.27%)
9/30/18	17.81	(0.06)	2.04	1.98	—	(2.00)	(2.00)	17.79	12.14%	1,544	1.59%	1.50%	(0.34%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	47%	23%	77%	30%	24%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

e	Amount is less than 0.005%.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

bb	The amount shown for a share outstanding does not correspond with the aggregate net investment income (loss) as shown on the Statement of Operations for the period due to the timing of class-specific expenses.

– 166 –

MASSMUTUAL SMALL COMPANY VALUE FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.69	$ 0.09	$ (2.16)	$ (2.07)	$ (0.04)	$ (1.72)	$ (1.76)	$ 8.86	(19.24%)	$ 132,528	0.95%	0.86%	0.77%
9/30/21	7.36	0.05	5.35	5.40	(0.07)	—	(0.07)	12.69	73.67%	179,847	0.96%	0.94%	0.48%
9/30/20	9.22	0.05	(1.41)	(1.36)	(0.07)	(0.43)	(0.50)	7.36	(15.96%)	86,121	1.00%	N/A	0.67%
9/30/19	12.04	0.07	(1.28)	(1.21)	(0.04)	(1.57)	(1.61)	9.22	(8.59%)	95,423	0.98%	0.98%^k	0.73%
9/30/18	13.45	0.06	0.93	0.99	(0.09)	(2.31)	(2.40)	12.04	8.45%	103,334	0.95%	0.93%	0.47%
Class R5
9/30/22	$ 12.78	$ 0.07	$ (2.18)	$ (2.11)	$ (0.02)	$ (1.72)	$ (1.74)	$ 8.93	(19.35%)	$ 35,442	1.05%	0.96%	0.66%
9/30/21	7.42	0.05	5.37	5.42	(0.06)	—	(0.06)	12.78	73.32%	65,854	1.06%	1.04%	0.40%
9/30/20	9.28	0.04	(1.41)	(1.37)	(0.06)	(0.43)	(0.49)	7.42	(15.95%)	48,006	1.10%	N/A	0.55%
9/30/19	12.10	0.06	(1.28)	(1.22)	(0.03)	(1.57)	(1.60)	9.28	(8.67%)	78,145	1.08%	1.08%^k	0.64%
9/30/18	13.50	0.04	0.95	0.99	(0.08)	(2.31)	(2.39)	12.10	8.35%	74,247	1.05%	1.03%	0.37%
Service Class
9/30/22	$ 12.69	$ 0.06	$ (2.16)	$ (2.10)	$ (0.01)	$ (1.72)	$ (1.73)	$ 8.86	(19.41%)	$ 7,189	1.15%	1.06%	0.58%
9/30/21	7.37	0.03	5.34	5.37	(0.05)	—	(0.05)	12.69	73.14%	8,737	1.16%	1.14%	0.28%
9/30/20	9.23	0.04	(1.42)	(1.38)	(0.05)	(0.43)	(0.48)	7.37	(16.11%)	4,281	1.20%	N/A	0.44%
9/30/19	12.03	0.05	(1.27)	(1.22)	(0.01)	(1.57)	(1.58)	9.23	(8.70%)	6,847	1.18%	1.18%^k	0.52%
9/30/18	13.43	0.03	0.94	0.97	(0.06)	(2.31)	(2.37)	12.03	8.25%	8,664	1.15%	1.13%	0.27%
Administrative Class
9/30/22	$ 12.38	$ 0.05	$ (2.10)	$ (2.05)	$ —	$ (1.72)	$ (1.72)	$ 8.61	(19.50%)	$ 9,380	1.25%	1.16%	0.47%
9/30/21	7.19	0.02	5.22	5.24	(0.05)	—	(0.05)	12.38	73.10%	14,862	1.26%	1.24%	0.20%
9/30/20	9.01	0.03	(1.38)	(1.35)	(0.04)	(0.43)	(0.47)	7.19	(16.15%)	12,971	1.30%	N/A	0.36%
9/30/19	11.80	0.04	(1.26)	(1.22)	(0.00)^d	(1.57)	(1.57)	9.01	(8.88%)	11,363	1.28%	1.28%^k	0.42%
9/30/18	13.22	0.02	0.92	0.94	(0.05)	(2.31)	(2.36)	11.80	8.14%	14,411	1.25%	1.23%	0.17%
Class R4
9/30/22	$ 11.65	$ 0.03	$ (1.95)	$ (1.92)	$ —	$ (1.72)	$ (1.72)	$ 8.01	(19.62%)	$ 628	1.40%	1.31%	0.33%
9/30/21	6.78	0.00^d	4.91	4.91	(0.04)	—	(0.04)	11.65	72.68%	780	1.41%	1.40%	0.02%
9/30/20	8.52	0.02	(1.30)	(1.28)	(0.03)	(0.43)	(0.46)	6.78	(16.25%)	882	1.45%	N/A	0.28%
9/30/19	11.26	0.02	(1.19)	(1.17)	(0.00)^d	(1.57)	(1.57)	8.52	(8.96%)	541	1.43%	1.43%^k	0.27%
9/30/18	12.73	0.00^d	0.88	0.88	(0.04)	(2.31)	(2.35)	11.26	7.95%	663	1.40%	1.38%	0.02%
Class A
9/30/22	$ 11.83	$ 0.02	$ (1.99)	$ (1.97)	$ —	$ (1.72)	$ (1.72)	$ 8.14	(19.76%)	$ 10,387	1.50%	1.41%	0.22%
9/30/21	6.87	(0.01)	4.99	4.98	(0.02)	—	(0.02)	11.83	72.61%	13,826	1.51%	1.49%	(0.06%)
9/30/20	8.64	0.01	(1.33)	(1.32)	(0.02)	(0.43)	(0.45)	6.87	(16.45%)	10,694	1.55%	N/A	0.11%
9/30/19	11.40	0.01	(1.20)	(1.19)	—	(1.57)	(1.57)	8.64	(9.03%)	16,723	1.53%	1.53%^k	0.17%
9/30/18	12.85	(0.01)	0.89	0.88	(0.02)	(2.31)	(2.33)	11.40	7.84%	21,061	1.50%	1.48%	(0.08%)
Class R3
9/30/22	$ 10.73	$ 0.01	$ (1.77)	$ (1.76)	$ —	$ (1.72)	$ (1.72)	$ 7.25	(19.84%)	$ 332	1.65%	1.56%	0.08%
9/30/21	6.23	(0.02)	4.52	4.50	—	—	—	10.73	72.23%	359	1.66%	1.64%	(0.23%)
9/30/20	7.86	(0.00)^d	(1.20)	(1.20)	(0.00)^d	(0.43)	(0.43)	6.23	(16.47%)	151	1.70%	N/A	(0.04%)
9/30/19	10.57	0.00^d	(1.14)	(1.14)	—	(1.57)	(1.57)	7.86	(9.30%)	422	1.68%	1.68%^k	0.04%
9/30/18	12.09	(0.02)	0.83	0.81	(0.02)	(2.31)	(2.33)	10.57	7.76%	418	1.65%	1.63%	(0.19%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	42%	66%	57%	146%	65%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

k	Amount waived had no impact on the ratio of expenses to average daily net assets.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 167 –

MASSMUTUAL MID CAP GROWTH FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 31.23	$ (0.05)	$ (6.68)	$ (6.73)	$ —	$ (5.95)	$ (5.95)	$ 18.55	(26.70%)	$ 3,824,988	0.71%	0.69%	(0.19%)
9/30/21	25.51	(0.08)	7.39	7.31	—	(1.59)	(1.59)	31.23	29.56%	6,514,823	0.70%	N/A	(0.26%)
9/30/20	23.34	0.01	3.43	3.44	(0.01)	(1.26)	(1.27)	25.51	15.23%	6,188,463	0.71%	N/A	0.03%
9/30/19	24.10	0.03	1.14	1.17	(0.01)	(1.92)	(1.93)	23.34	6.66%	5,925,776	0.71%	N/A	0.15%
9/30/18	21.92	0.01	3.59	3.60	—	(1.42)	(1.42)	24.10	17.21%	5,436,930	0.71%	N/A	0.06%
Class R5
9/30/22	$ 30.80	$ (0.07)	$ (6.56)	$ (6.63)	$ —	$ (5.95)	$ (5.95)	$ 18.22	(26.76%)	$ 834,945	0.81%	0.79%	(0.30%)
9/30/21	25.20	(0.11)	7.30	7.19	—	(1.59)	(1.59)	30.80	29.44%	1,668,653	0.80%	N/A	(0.36%)
9/30/20	23.08	(0.02)	3.40	3.38	—	(1.26)	(1.26)	25.20	15.13%	1,471,580	0.81%	N/A	(0.07%)
9/30/19	23.87	0.01	1.12	1.13	—	(1.92)	(1.92)	23.08	6.54%	1,533,487	0.81%	N/A	0.05%
9/30/18	21.75	(0.01)	3.55	3.54	—	(1.42)	(1.42)	23.87	17.06%	1,517,553	0.81%	N/A	(0.04%)
Service Class
9/30/22	$ 29.82	$ (0.09)	$ (6.30)	$ (6.39)	$ —	$ (5.95)	$ (5.95)	$ 17.48	(26.85%)	$ 158,487	0.91%	0.89%	(0.39%)
9/30/21	24.47	(0.13)	7.07	6.94	—	(1.59)	(1.59)	29.82	29.29%	325,714	0.90%	N/A	(0.46%)
9/30/20	22.47	(0.04)	3.30	3.26	—	(1.26)	(1.26)	24.47	15.00%	335,782	0.91%	N/A	(0.17%)
9/30/19	23.31	(0.01)	1.09	1.08	—	(1.92)	(1.92)	22.47	6.48%	373,475	0.91%	N/A	(0.05%)
9/30/18	21.30	(0.03)	3.46	3.43	—	(1.42)	(1.42)	23.31	16.90%	405,725	0.91%	N/A	(0.14%)
Administrative Class
9/30/22	$ 28.15	$ (0.10)	$ (5.86)	$ (5.96)	$ —	$ (5.95)	$ (5.95)	$ 16.24	(26.93%)	$ 136,292	1.01%	0.99%	(0.49%)
9/30/21	23.20	(0.15)	6.69	6.54	—	(1.59)	(1.59)	28.15	29.16%	246,666	1.00%	N/A	(0.56%)
9/30/20	21.38	(0.06)	3.14	3.08	—	(1.26)	(1.26)	23.20	14.92%	261,188	1.01%	N/A	(0.27%)
9/30/19	22.32	(0.03)	1.01	0.98	—	(1.92)	(1.92)	21.38	6.31%	290,024	1.01%	N/A	(0.15%)
9/30/18	20.46	(0.05)	3.33	3.28	—	(1.42)	(1.42)	22.32	16.85%	337,284	1.01%	N/A	(0.25%)
Class R4
9/30/22	$ 25.63	$ (0.13)	$ (5.18)	$ (5.31)	$ —	$ (5.95)	$ (5.95)	$ 14.37	(27.06%)	$ 59,611	1.16%	1.14%	(0.66%)
9/30/21	21.28	(0.17)	6.11	5.94	—	(1.59)	(1.59)	25.63	28.97%	155,374	1.15%	N/A	(0.72%)
9/30/20	19.74	(0.08)	2.88	2.80	—	(1.26)	(1.26)	21.28	14.73%	176,500	1.16%	N/A	(0.42%)
9/30/19	20.80	(0.06)	0.92	0.86	—	(1.92)	(1.92)	19.74	6.18%	222,247	1.16%	N/A	(0.29%)
9/30/18	19.19	(0.08)	3.11	3.03	—	(1.42)	(1.42)	20.80	16.65%	229,517	1.16%	N/A	(0.39%)
Class A
9/30/22	$ 25.35	$ (0.14)	$ (5.11)	$ (5.25)	$ —	$ (5.95)	$ (5.95)	$ 14.15	(27.14%)	$ 87,758	1.26%	1.24%	(0.74%)
9/30/21	21.08	(0.20)	6.06	5.86	—	(1.59)	(1.59)	25.35	28.86%	167,114	1.25%	N/A	(0.81%)
9/30/20	19.58	(0.10)	2.86	2.76	—	(1.26)	(1.26)	21.08	14.64%	196,756	1.26%	N/A	(0.52%)
9/30/19	20.67	(0.07)	0.90	0.83	—	(1.92)	(1.92)	19.58	6.06%	226,723	1.26%	N/A	(0.40%)
9/30/18	19.10	(0.10)	3.09	2.99	—	(1.42)	(1.42)	20.67	16.52%	272,769	1.26%	N/A	(0.50%)
Class R3
9/30/22	$ 22.84	$ (0.14)	$ (4.45)	$ (4.59)	$ —	$ (5.95)	$ (5.95)	$ 12.30	(27.25%)	$ 19,336	1.41%	1.39%	(0.89%)
9/30/21	19.16	(0.21)	5.48	5.27	—	(1.59)	(1.59)	22.84	28.65%	31,715	1.40%	N/A	(0.96%)
9/30/20	17.93	(0.12)	2.61	2.49	—	(1.26)	(1.26)	19.16	14.48%	31,065	1.41%	N/A	(0.67%)
9/30/19	19.14	(0.09)	0.80	0.71	—	(1.92)	(1.92)	17.93	5.91%	32,770	1.41%	N/A	(0.54%)
9/30/18	17.81	(0.12)	2.87	2.75	—	(1.42)	(1.42)	19.14	16.36%	35,471	1.41%	N/A	(0.64%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	22%	29%	37%	37%	34%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 168 –

MASSMUTUAL SMALL CAP GROWTH EQUITY FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 20.88	$ (0.02)	$ (4.41)	$ (4.43)	$ —	$ (4.49)	$ (4.49)	$ 11.96	(26.63%)	$ 368,199	0.87%	(0.12%)
9/30/21	16.42	(0.07)	5.93	5.86	—	(1.40)	(1.40)	20.88	36.62%	487,031	0.86%	(0.37%)
9/30/20	15.30	(0.03)	2.97	2.94	(0.14)	(1.68)	(1.82)	16.42	20.54%	342,888	0.87%	(0.19%)
9/30/19	19.08	(0.01)	(1.04)	(1.05)	—	(2.73)	(2.73)	15.30	(2.31%)	269,356	0.86%	(0.05%)
9/30/18	15.74	(0.03)	4.24	4.21	—	(0.87)	(0.87)	19.08	27.96%	385,194	0.85%	(0.15%)
Class R5
9/30/22	$ 20.47	$ (0.04)	$ (4.30)	$ (4.34)	$ —	$ (4.49)	$ (4.49)	$ 11.64	(26.73%)	$ 88,121	0.97%	(0.24%)
9/30/21	16.13	(0.09)	5.83	5.74	—	(1.40)	(1.40)	20.47	36.53%	155,912	0.96%	(0.47%)
9/30/20	15.06	(0.04)	2.91	2.87	(0.12)	(1.68)	(1.80)	16.13	20.40%	134,136	0.97%	(0.29%)
9/30/19	18.85	(0.02)	(1.04)	(1.06)	—	(2.73)	(2.73)	15.06	(2.40%)	128,280	0.96%	(0.14%)
9/30/18	15.57	(0.04)	4.19	4.15	—	(0.87)	(0.87)	18.85	27.87%	142,284	0.95%	(0.25%)
Service Class
9/30/22	$ 18.89	$ (0.05)	$ (3.88)	$ (3.93)	$ —	$ (4.49)	$ (4.49)	$ 10.47	(26.82%)	$ 17,932	1.06%	(0.34%)
9/30/21	14.99	(0.10)	5.40	5.30	—	(1.40)	(1.40)	18.89	36.36%	36,258	1.06%	(0.57%)
9/30/20	14.12	(0.05)	2.71	2.66	(0.11)	(1.68)	(1.79)	14.99	20.26%	31,977	1.07%	(0.39%)
9/30/19	17.89	(0.03)	(1.01)	(1.04)	—	(2.73)	(2.73)	14.12	(2.43%)	34,404	1.06%	(0.23%)
9/30/18	14.84	(0.06)	3.98	3.92	—	(0.87)	(0.87)	17.89	27.69%	33,978	1.05%	(0.34%)
Administrative Class
9/30/22	$ 17.21	$ (0.05)	$ (3.43)	$ (3.48)	$ —	$ (4.49)	$ (4.49)	$ 9.24	(26.83%)	$ 18,393	1.17%	(0.43%)
9/30/21	13.77	(0.11)	4.95	4.84	—	(1.40)	(1.40)	17.21	36.23%	29,715	1.16%	(0.67%)
9/30/20	13.10	(0.06)	2.51	2.45	(0.10)	(1.68)	(1.78)	13.77	20.16%	29,067	1.17%	(0.49%)
9/30/19	16.87	(0.04)	(1.00)	(1.04)	—	(2.73)	(2.73)	13.10	(2.60%)	28,372	1.16%	(0.34%)
9/30/18	14.05	(0.07)	3.76	3.69	—	(0.87)	(0.87)	16.87	27.60%	35,642	1.15%	(0.45%)
Class R4
9/30/22	$ 14.53	$ (0.05)	$ (2.72)	$ (2.77)	$ —	$ (4.49)	$ (4.49)	$ 7.27	(26.91%)	$ 11,840	1.32%	(0.58%)
9/30/21	11.82	(0.12)	4.23	4.11	—	(1.40)	(1.40)	14.53	36.02%	17,129	1.31%	(0.82%)
9/30/20	11.48	(0.07)	2.18	2.11	(0.09)	(1.68)	(1.77)	11.82	20.01%	15,517	1.32%	(0.65%)
9/30/19	15.23	(0.06)	(0.96)	(1.02)	—	(2.73)	(2.73)	11.48	(2.76%)	12,843	1.31%	(0.49%)
9/30/18	12.78	(0.08)	3.40	3.32	—	(0.87)	(0.87)	15.23	27.44%	13,972	1.30%	(0.60%)
Class A
9/30/22	$ 14.36	$ (0.06)	$ (2.68)	$ (2.74)	$ —	$ (4.49)	$ (4.49)	$ 7.13	(27.06%)	$ 18,688	1.42%	(0.69%)
9/30/21	11.71	(0.13)	4.18	4.05	—	(1.40)	(1.40)	14.36	35.83%	31,656	1.41%	(0.91%)
9/30/20	11.38	(0.08)	2.16	2.08	(0.07)	(1.68)	(1.75)	11.71	19.94%	34,699	1.42%	(0.74%)
9/30/19	15.14	(0.07)	(0.96)	(1.03)	—	(2.73)	(2.73)	11.38	(2.87%)	33,997	1.41%	(0.59%)
9/30/18	12.72	(0.09)	3.38	3.29	—	(0.87)	(0.87)	15.14	27.33%	43,682	1.40%	(0.70%)
Class R3
9/30/22	$ 11.72	$ (0.06)	$ (1.97)	$ (2.03)	$ —	$ (4.49)	$ (4.49)	$ 5.20	(27.10%)	$ 3,408	1.57%	(0.83%)
9/30/21	9.78	(0.12)	3.46	3.34	—	(1.40)	(1.40)	11.72	35.63%	4,813	1.56%	(1.07%)
9/30/20	9.79	(0.08)	1.82	1.74	(0.07)	(1.68)	(1.75)	9.78	19.66%	3,930	1.57%	(0.90%)
9/30/19	13.51	(0.07)	(0.92)	(0.99)	—	(2.73)	(2.73)	9.79	(2.94%)	2,728	1.56%	(0.73%)
9/30/18	11.46	(0.10)	3.02	2.92	—	(0.87)	(0.87)	13.51	27.10%	2,622	1.55%	(0.85%)

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	75%	81%	79%	71%	85%

c	Per share amount calculated on the average shares method.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

– 169 –

MASSMUTUAL OVERSEAS FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.17	$ 0.16	$ (2.40)	$ (2.24)	$ (0.15)	$ (0.84)	$ (0.99)	$ 6.94	(24.66%)	$ 232,441	0.91%	0.79%	1.75%
9/30/21	7.99	0.12	2.27	2.39	(0.05)	(0.16)	(0.21)	10.17	30.17%	383,223	0.88%	0.79%	1.23%
9/30/20	8.35	0.05	(0.07)	(0.02)	(0.19)	(0.15)	(0.34)	7.99	(0.59%)	370,549	0.89%	0.83%	0.68%
9/30/19	9.42	0.20	(0.34)	(0.14)	(0.15)	(0.78)	(0.93)	8.35	0.01%	348,467	0.87%	N/A	2.42%
9/30/18	9.61	0.16	(0.16)	0.00^d	(0.19)	—	(0.19)	9.42	(0.02%)	362,074	0.92%	N/A	1.68%
Class R5
9/30/22	$ 10.21	$ 0.15	$ (2.42)	$ (2.27)	$ (0.13)	$ (0.84)	$ (0.97)	$ 6.97	(24.74%)	$ 86,220	1.00%	0.89%	1.64%
9/30/21	8.02	0.11	2.28	2.39	(0.04)	(0.16)	(0.20)	10.21	30.07%	158,046	0.98%	0.89%	1.11%
9/30/20	8.38	0.05	(0.08)	(0.03)	(0.18)	(0.15)	(0.33)	8.02	(0.67%)	132,845	0.99%	0.94%	0.58%
9/30/19	9.45	0.19	(0.34)	(0.15)	(0.14)	(0.78)	(0.92)	8.38	(0.14%)	122,168	0.97%	N/A	2.34%
9/30/18	9.64	0.15	(0.16)	(0.01)	(0.18)	—	(0.18)	9.45	(0.11%)	134,803	1.02%	N/A	1.54%
Service Class
9/30/22	$ 10.14	$ 0.14	$ (2.40)	$ (2.26)	$ (0.12)	$ (0.84)	$ (0.96)	$ 6.92	(24.79%)	$ 30,651	1.10%	0.99%	1.61%
9/30/21	7.97	0.10	2.26	2.36	(0.03)	(0.16)	(0.19)	10.14	29.91%	45,454	1.08%	0.99%	1.02%
9/30/20	8.33	0.04	(0.08)	(0.04)	(0.17)	(0.15)	(0.32)	7.97	(0.79%)	37,997	1.09%	1.03%	0.49%
9/30/19	9.39	0.18	(0.33)	(0.15)	(0.13)	(0.78)	(0.91)	8.33	(0.15%)	36,489	1.07%	N/A	2.27%
9/30/18	9.58	0.14	(0.16)	(0.02)	(0.17)	—	(0.17)	9.39	(0.22%)	39,149	1.12%	N/A	1.45%
Administrative Class
9/30/22	$ 10.24	$ 0.13	$ (2.43)	$ (2.30)	$ (0.11)	$ (0.84)	$ (0.95)	$ 6.99	(24.93%)	$ 13,633	1.20%	1.09%	1.47%
9/30/21	8.05	0.08	2.30	2.38	(0.03)	(0.16)	(0.19)	10.24	29.72%	19,735	1.18%	1.09%	0.81%
9/30/20	8.40	0.03	(0.07)	(0.04)	(0.16)	(0.15)	(0.31)	8.05	(0.77%)	19,034	1.19%	1.14%	0.38%
9/30/19	9.46	0.17	(0.33)	(0.16)	(0.12)	(0.78)	(0.90)	8.40	(0.32%)	21,563	1.17%	N/A	2.03%
9/30/18	9.65	0.13	(0.16)	(0.03)	(0.16)	—	(0.16)	9.46	(0.33%)	31,199	1.22%	N/A	1.31%
Class R4
9/30/22	$ 9.75	$ 0.11	$ (2.29)	$ (2.18)	$ (0.10)	$ (0.84)	$ (0.94)	$ 6.63	(24.94%)	$ 16,144	1.35%	1.24%	1.34%
9/30/21	7.68	0.07	2.18	2.25	(0.02)	(0.16)	(0.18)	9.75	29.46%	20,875	1.33%	1.24%	0.70%
9/30/20	8.03	0.02	(0.06)	(0.04)	(0.16)	(0.15)	(0.31)	7.68	(0.90%)	18,019	1.34%	1.28%	0.28%
9/30/19	9.10	0.17	(0.34)	(0.17)	(0.12)	(0.78)	(0.90)	8.03	(0.51%)	14,876	1.32%	N/A	2.14%
9/30/18	9.30	0.12	(0.16)	(0.04)	(0.16)	—	(0.16)	9.10	(0.48%)	12,903	1.37%	N/A	1.23%
Class A
9/30/22	$ 9.98	$ 0.11	$ (2.36)	$ (2.25)	$ (0.08)	$ (0.84)	$ (0.92)	$ 6.81	(25.07%)	$ 12,858	1.45%	1.34%	1.22%
9/30/21	7.85	0.06	2.24	2.30	(0.01)	(0.16)	(0.17)	9.98	29.45%	24,231	1.43%	1.34%	0.59%
9/30/20	8.21	0.01	(0.08)	(0.07)	(0.14)	(0.15)	(0.29)	7.85	(1.17%)	30,721	1.44%	1.38%	0.17%
9/30/19	9.25	0.15	(0.32)	(0.17)	(0.09)	(0.78)	(0.87)	8.21	(0.48%)	29,537	1.42%	N/A	1.86%
9/30/18	9.44	0.11	(0.16)	(0.05)	(0.14)	—	(0.14)	9.25	(0.60%)	41,179	1.47%	N/A	1.11%
Class R3
9/30/22	$ 9.85	$ 0.10	$ (2.34)	$ (2.24)	$ (0.07)	$ (0.84)	$ (0.91)	$ 6.70	(25.23%)	$ 4,036	1.61%	1.49%	1.16%
9/30/21	7.76	0.05	2.21	2.26	(0.01)	(0.16)	(0.17)	9.85	29.29%	6,971	1.58%	1.49%	0.51%
9/30/20	8.11	(0.00)^d	(0.07)	(0.07)	(0.13)	(0.15)	(0.28)	7.76	(1.19%)	6,093	1.59%	1.53%	(0.03%)
9/30/19	9.17	0.15	(0.34)	(0.19)	(0.09)	(0.78)	(0.87)	8.11	(0.72%)	3,382	1.57%	N/A	1.86%
9/30/18	9.37	0.10	(0.17)	(0.07)	(0.13)	—	(0.13)	9.17	(0.75%)	3,947	1.62%	N/A	1.08%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	17%	27%	34%	27%	46%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

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MASSMUTUAL SELECT T. ROWE PRICE INTERNATIONAL EQUITY FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 11.71	$ 0.32	$ (3.16)	$ (2.84)	$ (0.32)	$ (0.16)	$ (0.48)	$ 8.39	(25.28%)	$ 1,272,996	0.08%	0.00%	3.03%
9/30/21	9.51	0.27	2.10	2.37	(0.17)	—	(0.17)	11.71	25.11%	1,700,098	0.07%	0.00%	2.39%
9/30/20	9.43	0.15	0.16	0.31	(0.23)	—	(0.23)	9.51	3.11%	1,314,433	0.65%	0.55%	1.63%
9/30/19	9.70	0.26	(0.39)	(0.13)	(0.14)	—	(0.14)	9.43	(1.17%)	1,135,941	0.79%	0.67%	2.80%
9/30/18^g	10.00	0.19	(0.49)	(0.30)	—	—	—	9.70	(3.00%)^b	809,616	0.89%^a	0.67%^a	3.03%^a

	Year ended September 30				Period ended September 30,
	2022	2021	2020	2019	2018^b
Portfolio turnover rate	32%	28%	30%	26%	24%^q

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

q	Portfolio turnover excludes securities received from subscriptions in-kind. Securities received from subscriptions in-kind had no impact on portfolio turnover.

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Index Descriptions

The Bloomberg U.S. Aggregate Bond Index measures the performance of investment grade, U.S. dollar-denominated, fixed-rate taxable bond market securities, including Treasuries, government-related and corporate securities, mortgage-backed securities (MBS) (agency fixed-rate and hybrid ARM pass-throughs), asset-backed securities (ABS), and commercial mortgage-backed securities (CMBS). It rolls up into other Bloomberg flagship indexes, such as the multi-currency Global Aggregate Index and the U.S. Universal Index, which includes high yield and emerging markets debt. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The MSCI All Country World Index (ACWI) ex USA measures the performance of the large- and mid-cap segments of the particular regions, excluding U.S. equity securities, including developed and emerging markets. It is free float-adjusted market-capitalization weighted. The Index does not reflect any deduction for fees or expenses and cannot be purchased directly by investors.

The MSCI EAFE Index measures the performance of the large- and mid-cap segments of developed markets, excluding the U.S. and Canada equity securities. It is free float-adjusted market-capitalization weighted. The Index does not reflect any deduction for fees or expenses and cannot be purchased directly by investors.

The Russell 1000 Index measures the performance of the large-cap segment of U.S. equity securities. It is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell 1000 Growth Index measures the performance of the large-cap growth segment of U.S. equity securities. It includes the Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell 1000 Value Index measures the performance of the large-cap value segment of U.S. equity securities. It includes the Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell 2000 Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell 2000 Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell Midcap Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Russell Midcap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. It is market-capitalization weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

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The S&P 500 Index measures the performance of 500 widely held stocks in the U.S. equity market. Standard and Poor’s chooses member companies for the index based on market size, liquidity, and industry group representation. Included are the stocks of industrial, financial, utility, and transportation companies. Since mid-1989, this composition has been more flexible and the number of issues in each sector has varied. It is market capitalization-weighted. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

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MassMutual Funds

1295 State Street

Springfield, Massachusetts 01111-0001

Learning More About the Funds

You can learn more about the Funds by reading the Funds’ Annual and Semiannual Reports and the SAI. You may obtain free copies of this information from the Funds or from the SEC using one or more of the methods set forth below. In the Annual and Semiannual Reports, you will find a discussion of market conditions and investment strategies that significantly affected each Fund’s performance during the period covered by the Report and a listing of each Fund’s portfolio securities as of the end of such period. The SAI provides additional information about the Funds and will provide you with more detail regarding the organization and operation of the Funds, including their investment strategies. The SAI is incorporated by reference into this Prospectus and is therefore legally considered a part of this Prospectus.

How to Obtain Information

From the Funds:

You may request information about the Funds free of charge (including the Annual/Semiannual Reports and the SAI) or make shareholder inquiries by calling 1-888-309-3539 or by writing the Funds, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001, Attention: Investment Management Solutions. You may also obtain copies of the Annual/Semiannual Reports and the SAI free of charge at https://www.massmutual.com/funds.

From the SEC:

Information about the Funds (including the Annual/Semiannual Reports and the SAI) is available on the SEC’s EDGAR database on its Internet site at http://www.sec.gov. You can also get copies of this information, upon payment of a copying fee, by electronic request at publicinfo@sec.gov.

When obtaining information about the Funds from the SEC, you may find it useful to reference the

Funds’ SEC file number: 811-8274.

TABLE OF CONTENTS

MASSMUTUAL FUNDS

This Prospectus describes the following Funds:

Fund Name

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

MassMutual 20/80 Allocation Fund

MRCUX

MRCSX

MRCYX

MRCLX

MRCZX

MCTAX

MRCVX

MMNOX

MassMutual 40/60 Allocation Fund

MRMUX

MROSX

MRMYX

MRMLX

MRMZX

MRMAX

MRMTX

MMNPX

MassMutual 60/40 Allocation Fund

MROUX

MRSSX

MROYX

MRSLX

MROZX

MOGAX

MROTX

MMNQX

MassMutual 80/20 Allocation Fund

MRGUX

MRRSX

MRGYX

MRGLX

MRGZX

MRRAX

MRGVX

MMNSX

MassMutual RetireSMARTSM
by JPMorgan In Retirement Fund

MDRVX

MDRTX

MDRSX

MDRYX

MDRZX

MRDAX

MDRNX

MassMutual RetireSMARTSM
by JPMorgan 2020 Fund

MRTDX

MRTBX

MRTSX

MRTYX

MRTHX

MRTAX

MRTNX

MassMutual RetireSMARTSM
by JPMorgan 2025 Fund

MMNUX

MMNTX

MMISX

MMIYX

MMNZX

MMSDX

MMNRX

MassMutual RetireSMARTSM
by JPMorgan 2030 Fund

MRYUX

MRYTX

MRYSX

MRYYX

MRYZX

MRYAX

MRYNX

MassMutual RetireSMARTSM
by JPMorgan 2035 Fund

MMXUX

MMXTX

MMXSX

MMXYX

MMXZX

MMXAX

MMXNX

MassMutual RetireSMARTSM
by JPMorgan 2040 Fund

MRFUX

MRFTX

MFRSX

MRFYX

MRFZX

MRFAX

MFRNX

MassMutual RetireSMARTSM
by JPMorgan 2045 Fund

MMKUX

MMKTX

MMKSX

MMKYX

MMKZX

MMKAX

MMKNX

MassMutual RetireSMARTSM
by JPMorgan 2050 Fund

MMRUX

MMRTX

MMTSX

MMRYX

MMRZX

MMARX

MMRNX

MassMutual RetireSMARTSM
by JPMorgan 2055 Fund

MMWZX

MMWUX

MMWSX

MMWYX

MMWEX

MMWAX

MMWTX

MassMutual RetireSMARTSM
by JPMorgan 2060 Fund

MMWIX

MMWHX

MMWGX

MMWFX

MMWCX

MMWDX

MMWBX

MassMutual RetireSMARTSM
by JPMorgan 2065 Fund

MMZBX

MMZCX

MMZDX

MMZEX

MMZFX

MMZGX

MMZHX

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

PROSPECTUS

February 1, 2023

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TABLE OF CONTENTS

Table Of Contents

	Page
About the Funds
MassMutual 20/80 Allocation Fund		3
MassMutual 40/60 Allocation Fund		13
MassMutual 60/40 Allocation Fund		23
MassMutual 80/20 Allocation Fund		33
MassMutual RetireSMARTSM by JPMorgan In Retirement Fund		43
MassMutual RetireSMARTSM by JPMorgan 2020 Fund		53
MassMutual RetireSMARTSM by JPMorgan 2025 Fund		66
MassMutual RetireSMARTSM by JPMorgan 2030 Fund		79
MassMutual RetireSMARTSM by JPMorgan 2035 Fund		92
MassMutual RetireSMARTSM by JPMorgan 2040 Fund		105
MassMutual RetireSMARTSM by JPMorgan 2045 Fund		118
MassMutual RetireSMARTSM by JPMorgan 2050 Fund		131
MassMutual RetireSMARTSM by JPMorgan 2055 Fund		144
MassMutual RetireSMARTSM by JPMorgan 2060 Fund		157
MassMutual RetireSMARTSM by JPMorgan 2065 Fund		170
Additional Information Regarding Investment Objectives and Principal Investment Strategies		183
Disclosure of Portfolio Holdings		190
Additional Information Regarding Principal Risks		190
Management of the Funds
Investment Adviser and Portfolio Managers		211
Subadviser and Portfolio Managers		211
About the Classes of Shares – I, R5, Service, Administrative, R4, A, R3, and Y Shares		213
Sales Charges by Class		215
Sales Charge Waivers by Class		217
Distribution Plan, Shareholder Servicing, and Payments to Intermediaries		218
Buying, Redeeming, and Exchanging Shares		220
Cost Basis Reporting		223
Frequent Trading Policies		223
Determining Net Asset Value		224
Taxation and Distributions		226
Financial Highlights		228
Index Descriptions		243

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TABLE OF CONTENTS

MassMutual 20/80 Allocation Fund (Class Y shares not currently available)

INVESTMENT OBJECTIVE

The Fund seeks to achieve as high a total return over time as is considered consistent with prudent investment risk, preservation of capital and recognition of the Fund’s stated asset allocation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.12%	0.22%	0.32%	0.42%	0.32%	0.42%	0.32%	0.22%(1)
Acquired Fund Fees and Expenses	0.42%	0.42%	0.42%	0.42%	0.42%	0.42%	0.42%	0.42%
Total Annual Fund Operating Expenses(2)	0.54%	0.64%	0.74%	0.84%	0.99%	1.09%	1.24%	0.64%
Expense Reimbursement	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.46%	0.56%	0.66%	0.76%	0.91%	1.01%	1.16%	0.56%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

Because Total Annual Fund Operating Expenses include Acquired Fund Fees and Expenses, they may not correspond to the ratios of expenses to average daily net assets shown in the “Financial Highlights” tables in the Prospectus, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.

(3)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.04%, 0.14%, 0.24%, 0.34%, 0.49%, 0.59%, 0.74%, and 0.14% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	47		$	165		$	294		$	669
Class R5		$	57		$	197		$	349		$	791
Service Class		$	67		$	229		$	404		$	911
Administrative Class		$	78		$	260		$	458		$	1,030
Class R4		$	93		$	307		$	539		$	1,206
Class A		$	647		$	870		$	1,110		$	1,799
Class R3		$	118		$	386		$	673		$	1,493
Class Y		$	57		$	197		$	349		$	791

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”). Underlying Funds will include a combination of MassMutual Funds advised by MML Advisers, and may also include other, non-affiliated mutual funds. Underlying Funds may invest in various asset classes, including equity securities, fixed income securities, and money market instruments. Underlying Funds may also invest some or all of their assets in commodities or commodities-related investments.

The Fund typically invests approximately 20% of its assets in equity and similar funds and approximately 80% in fixed income funds, including money market funds. Under normal circumstances, the Fund’s asset allocation between equity and fixed income funds is generally expected to vary by no more than plus or minus ten percentage points from this target asset allocation strategy. MML Advisers will generally attempt to select Underlying Funds that it expects will provide an aggregate exposure to “junk” or “high yield” bonds (securities rated below investment grade by Moody’s or Standard & Poor’s, or unrated securities determined to be of comparable quality by the applicable adviser or subadviser), including securities in default, of not more than 10% of the Fund’s assets (although the Fund’s exposure may from time to time exceed that percentage). The Fund is designed for use as part of an overall investment strategy by an investor who is saving for, or is already in, retirement.

The Fund will normally invest most of its assets in Underlying Funds advised by MML Advisers; the Fund will normally invest no more than 30% of its assets in mutual funds not advised by MML Advisers (referred to here as “non-affiliated” funds). Non-affiliated funds may include actively managed funds, or they may be passively managed funds seeking to track the performance of a particular market index, which may be broad-based or relate to a particular sector, market, region, or industry. MML Advisers will select most of the Underlying Funds from among mutual funds advised by it even though they may have higher expense ratios or less favorable historical performance than non-affiliated funds, and MML Advisers will have no obligation to select the least expensive or best performing funds available to serve as Underlying Funds. These conflicts of interest may result in a portfolio of Underlying Funds that achieves a level of performance, or incurs higher fees, less favorable to the Fund than if MML Advisers did not consider such factors or was not subject to such conflicts of interest. There may be circumstances where MML Advisers’ possession of non-public information regarding an Underlying Fund will limit the ability of the Fund to buy or sell shares in that Underlying Fund when it might otherwise do so, which might adversely affect the investment performance of the Fund.

The table below shows the Fund’s approximate allocation, as of January 11, 2023, among various asset classes and Underlying Funds. MML Advisers does not intend to trade actively among

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TABLE OF CONTENTS

Underlying Funds or to attempt to capture short-term market opportunities as primary activities. MML Advisers in its absolute discretion may modify the asset allocation strategy or the selection of Underlying Funds at any time and from time to time, and may invest the Fund’s assets in additional or different Underlying Funds, including Funds that may be created in the future. At any given time, the Fund’s allocations to Underlying Funds may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). Information regarding the Fund’s actual allocations to Underlying Funds is available in the Fund’s shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Equity Funds					20.1%
	— U.S. Large Cap Equity Funds
	MassMutual Fundamental Value Fund					1.2%
	MassMutual Diversified Value Fund					1.3%
	MassMutual Equity Opportunities Fund					2.8%
	MM Equity Asset Fund					5.1%
	MassMutual Blue Chip Growth Fund					1.9%
	MassMutual Growth Opportunities Fund					0.5%
	— U.S. Small/Mid Cap Equity Funds
	MassMutual Mid Cap Value Fund					0.6%
	Vanguard Mid-Cap Index Fund					0.8%
	MassMutual Mid Cap Growth Fund					0.6%
	MassMutual Small Cap Value Equity Fund					0.3%
	Vanguard Small-Cap Index Fund					0.3%
	MassMutual Small Cap Growth Equity Fund					0.2%
	— REIT Funds
	Invesco Real Estate Fund					0.4%
	— International Equity Funds
	MassMutual Overseas Fund					1.4%
	MassMutual International Equity Fund					0.7%
	Vanguard Developed Markets Index Fund					1.4%
	— Emerging Markets Equity Funds
	MassMutual Strategic Emerging Markets Fund					0.3%
	Vanguard Emerging Markets Stock Index Fund					0.3%
	Fixed Income Funds					79.6%
	— U.S. Fixed Income Funds
	MassMutual Core Bond Fund					16.2%
	MassMutual Short-Duration Bond Fund					8.0%
	Vanguard Total Bond Market Index Fund					6.5%
	Vanguard Long-Term Treasury Index Fund					1.7%
	MassMutual Total Return Bond Fund					22.6%
	MassMutual Strategic Bond Fund					19.4%
	— Inflation Managed Funds
	MassMutual Inflation-Protected and Income Fund					0.8%
	— High Yield Funds

	MassMutual High Yield Fund					0.3%
	MassMutual Global Floating Rate Fund					0.1%
	— International Bond Funds
	Invesco International Bond Fund					4.0%
	Other Funds					0.5%
	— Commodities Funds
	DFA Commodity Strategy Fund					0.5%

Note: Above allocations may not sum up to 100% due to rounding.

Through its investments in Underlying Funds, the Fund will be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography, industry, and market capitalization), which may include without limitation equity securities of small-, mid-, or large-capitalization U.S. or non-U.S. issuers (including issuers that may only recently have become public companies), fixed income securities of U.S. or non-U.S. private or governmental issuers (including “junk” or “high yield” bonds, including securities in default), inflation-protected securities, bank loans, and short-term investments of any kind. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, real estate investment trusts (“REITs”), rights, and warrants. An Underlying Fund may engage in foreign currency exchange transactions, including forward contracts, options on currency, futures contracts, and swap contracts, to take long or short positions in foreign currencies in order to enhance its investment return or to attempt to protect against adverse changes in currency exchange rates. An Underlying Fund may be permitted to use a wide variety of additional exchange-traded and over-the-counter derivatives, including options, futures contracts, swap contracts (including interest rate swaps, total return swaps, and credit default swaps), and hybrid instruments. An Underlying Fund may typically use these derivatives for hedging purposes, as a substitute for direct investments, to earn additional income, to gain exposure to securities or markets in which it might not be able to invest directly, or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage. An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying

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Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Risk of Investment in Other Funds or Pools The Fund is indirectly exposed to all of the risks of the Underlying Funds, including exchange-traded funds, in which it invests, including the risk that the Underlying Funds will not perform as expected. ETFs are subject to additional risks, including secondary market trading risks and the risk that an ETF’s shares may trade above or below net asset value. The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds.

collateral; however the value of the collateral may be insufficient to cover the amount owed to the Fund, or the Fund may be prevented or delayed from realizing on the collateral. Some loans may be unsecured; unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. If the Fund relies on a third party to administer a loan, the Fund is subject to the risk that the third party will fail to perform its obligations. In addition, if the Fund holds only a participation interest in a loan made by a third party, the Fund’s receipt of payments on the loan will depend on the third party’s willingness and ability to make those payments to the Fund. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

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changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing demographics, international economic, political, and regulatory developments, or factors affecting a particular region, industry, or commodity. A liquid secondary market may not exist for certain commodity investments, which may make it difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

or issuers in payment or covenant default, in workout or restructuring, or in bankruptcy or insolvency proceedings) is uncertain. To the extent the Fund is invested in distressed securities, its ability to achieve current income for its shareholders may be diminished.

Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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securities. During those periods, the Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when the Fund would otherwise not do so, and potentially at unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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Index Funds Risk Certain Underlying Funds may attempt to track the performance of a specified index. Therefore, securities may be purchased, retained, and sold by the Underlying Fund at times when an actively managed fund would not do so. The structure and composition of the index will affect the performance, volatility, and risk of the index and, consequently, the performance, volatility, and risk of the Underlying Fund. While the investment adviser or subadviser seeks to track the performance of the index (i.e., achieve a high degree of correlation with the index), the Underlying Fund’s return may not match the return of the index. The Underlying Fund incurs a number of operating expenses not applicable to the index, and may incur costs in buying and selling securities. In addition, the Underlying Fund may not be fully invested at times, generally as a result of cash flows into or out of the Underlying Fund or reserves of cash held by the Underlying Fund to meet redemptions.

will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

Inflation-Linked Securities Risk Such securities may change in value in response to actual or anticipated changes in inflation rates in a manner unanticipated by the Fund’s portfolio manager or investors generally. Inflation-linked securities are subject to fixed income securities risks. When inflation is low, declining, or negative, the Fund’s performance could lag the performance of more conventional bond funds. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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economic, industry, political, regulatory, geopolitical, public health, and other conditions, as well as investor perceptions of these conditions. The Fund is subject to risks affecting issuers, such as management performance, financial leverage, industry problems, and reduced demand for goods or services.

to risks similar to those associated with direct investment in real estate, as well as additional risks associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

U.S. Government Securities Risk Obligations of certain U.S. Government agencies and instrumentalities are not backed by the full faith

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and credit of the U.S. Government, and there can be no assurance that the U.S. Government would provide financial support to such agencies and instrumentalities.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class R5 shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance and additional indexes, including an index that provides a comparison relevant to the Fund’s allocation to equity investments (S&P 500® Index) and an index of funds with similar investment objectives (Lipper Balanced Fund Index). The Fund’s name and investment strategy changed on February 1, 2020. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Average annual total returns for Class A shares of the Fund reflect any applicable sales charge. Performance for Class I, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: j1m34131qk38dmmbn3e3277d092q.jpg]

Highest
Quarter:

2Q ’20,

8.41%

Lowest
Quarter:

2Q ’22,

–7.72%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-13.51	%		1.80	%		3.11	%
	Return After Taxes on Distributions		-14.83	%		0.05	%		1.44	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.65	%		0.95	%		1.93	%
Class I	Return Before Taxes		-13.55	%		1.88	%		3.18	%
Service Class	Return Before Taxes		-13.75	%		1.69	%		3.00	%
Administrative Class	Return Before Taxes		-13.78	%		1.60	%		2.91	%
Class R4	Return Before Taxes		-13.92	%		1.41	%		2.74	%
Class A	Return Before Taxes		-18.66	%		0.20	%		2.07	%
Class R3	Return Before Taxes		-14.08	%		1.19	%		2.49	%
Class Y	Return Before Taxes		-13.51	%		1.80	%		3.11	%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)			-13.01	%		0.02	%		1.06	%

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	One Year			Five Years			Ten Years
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)		-18.11	%		9.42	%		12.56	%
Lipper Balanced Fund Index (reflects no deduction for taxes)		-14.36	%		4.62	%		6.66	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (June 2011).

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual 40/60 Allocation Fund (Class Y shares not currently available)

INVESTMENT OBJECTIVE

The Fund seeks to achieve as high a total return over time as is considered consistent with prudent investment risk, preservation of capital and recognition of the Fund’s stated asset allocation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.11%	0.21%	0.31%	0.41%	0.31%	0.41%	0.31%	0.21%(1)
Acquired Fund Fees and Expenses	0.44%	0.44%	0.44%	0.44%	0.44%	0.44%	0.44%	0.44%
Total Annual Fund Operating Expenses(2)	0.55%	0.65%	0.75%	0.85%	1.00%	1.10%	1.25%	0.65%
Expense Reimbursement	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.50%	0.60%	0.70%	0.80%	0.95%	1.05%	1.20%	0.60%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

(3)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.06%, 0.16%, 0.26%, 0.36%, 0.51%, 0.61%, 0.76%, and 0.16% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	51		$	171		$	302		$	684
Class R5		$	61		$	203		$	357		$	806
Service Class		$	72		$	235		$	412		$	926
Administrative Class		$	82		$	266		$	466		$	1,044
Class R4		$	97		$	313		$	548		$	1,220
Class A		$	651		$	876		$	1,118		$	1,812
Class R3		$	122		$	392		$	682		$	1,507
Class Y		$	61		$	203		$	357		$	806

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund typically invests approximately 40% of its assets in equity and similar funds and approximately 60% in fixed income funds, including money market funds. Under normal circumstances, the Fund’s asset allocation between equity and fixed income funds is generally expected to vary by no more than plus or minus ten percentage points from this target asset allocation strategy. MML Advisers will generally attempt to select Underlying Funds that it expects will provide an aggregate exposure to “junk” or “high yield” bonds (securities rated below investment grade by Moody’s or Standard & Poor’s, or unrated securities determined to be of comparable quality by the applicable adviser or subadviser), including securities in default, of not more than 10% of the Fund’s assets (although the Fund’s exposure may from time to time exceed that percentage). The Fund is designed for use as part of an overall investment strategy by an investor who is saving for, or is already in, retirement.

The table below shows the Fund’s approximate allocation, as of January 11, 2023, among various asset classes and Underlying Funds. MML Advisers does not intend to trade actively among

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	Equity Funds					39.9%
	— U.S. Large Cap Equity Funds
	MassMutual Fundamental Value Fund					2.3%
	MassMutual Diversified Value Fund					2.6%
	MassMutual Equity Opportunities Fund					5.6%
	MM Equity Asset Fund					10.3%
	MassMutual Blue Chip Growth Fund					3.8%
	MassMutual Growth Opportunities Fund					1.0%
	— U.S. Small/Mid Cap Equity Funds
	MassMutual Mid Cap Value Fund					1.2%
	Vanguard Mid-Cap Index Fund					1.6%
	MassMutual Mid Cap Growth Fund					1.2%
	MassMutual Small Cap Value Equity Fund					0.6%
	Vanguard Small-Cap Index Fund					0.6%
	MassMutual Small Cap Growth Equity Fund					0.3%
	— REIT Funds
	Invesco Real Estate Fund					0.8%
	— International Equity Funds
	MassMutual Overseas Fund					2.7%
	MassMutual International Equity Fund					1.4%
	Vanguard Developed Markets Index Fund					2.7%
	— Emerging Markets Equity Funds
	MassMutual Strategic Emerging Markets Fund					0.6%
	Vanguard Emerging Markets Stock Index Fund					0.6%
	Fixed Income Funds					59.6%
	— U.S. Fixed Income Funds
	MassMutual Core Bond Fund					12.1%
	MassMutual Short-Duration Bond Fund					6.0%
	Vanguard Total Bond Market Index Fund					4.8%
	Vanguard Long-Term Treasury Index Fund					1.4%
	MassMutual Total Return Bond Fund					16.9%
	MassMutual Strategic Bond Fund					14.5%
	— Inflation Managed Funds
	MassMutual Inflation-Protected and Income Fund					0.6%
	— High Yield Funds

	MassMutual High Yield Fund					0.2%
	MassMutual Global Floating Rate Fund					0.1%
	— International Bond Funds
	Invesco International Bond Fund					3.0%
	Other Funds					0.5%
	— Commodities Funds
	DFA Commodity Strategy Fund					0.5%

Note: Above allocations may not sum up to 100% due to rounding.

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Principal Risks

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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U.S. Government Securities Risk Obligations of certain U.S. Government agencies and instrumentalities are not backed by the full faith

− 20 −

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and credit of the U.S. Government, and there can be no assurance that the U.S. Government would provide financial support to such agencies and instrumentalities.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class R5 shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance and additional indexes, including an index that provides a comparison relevant to the Fund’s allocation to fixed income investments (Bloomberg U.S. Aggregate Bond Index) and an index of funds with similar investment objectives (Lipper Balanced Fund Index). The Fund’s name and investment strategy changed on February 1, 2020. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Average annual total returns for Class A shares of the Fund reflect any applicable sales charge. Performance for Class I, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: ag05c1opgr4r668huqahqsh11a71.jpg]

Highest
Quarter:

2Q ’20,

11.57%

Lowest
Quarter:

1Q ’20,

–11.59%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-14.39	%		3.29	%		5.21	%
	Return After Taxes on Distributions		-15.99	%		1.00	%		3.06	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.78	%		2.18	%		3.64	%
Class I	Return Before Taxes		-14.32	%		3.38	%		5.28	%
Service Class	Return Before Taxes		-14.48	%		3.17	%		5.11	%
Administrative Class	Return Before Taxes		-14.59	%		3.07	%		5.00	%
Class R4	Return Before Taxes		-14.72	%		2.92	%		4.83	%
Class A	Return Before Taxes		-19.42	%		1.67	%		4.16	%
Class R3	Return Before Taxes		-14.89	%		2.65	%		4.57	%
Class Y	Return Before Taxes		-14.39	%		3.29	%		5.21	%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		12.56	%

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	One Year			Five Years			Ten Years
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)		-13.01	%		0.02	%		1.06	%
Lipper Balanced Fund Index (reflects no deduction for taxes)		-14.36	%		4.62	%		6.66	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (June 2011).

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual 60/40 Allocation Fund (Class Y shares not currently available)

INVESTMENT OBJECTIVE

The Fund seeks to achieve as high a total return over time as is considered consistent with prudent investment risk, preservation of capital and recognition of the Fund’s stated asset allocation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.11%	0.21%	0.31%	0.41%	0.31%	0.41%	0.31%	0.21%(1)
Acquired Fund Fees and Expenses	0.45%	0.45%	0.45%	0.45%	0.45%	0.45%	0.45%	0.45%
Total Annual Fund Operating Expenses(2)	0.56%	0.66%	0.76%	0.86%	1.01%	1.11%	1.26%	0.66%
Expense Reimbursement	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.51%	0.61%	0.71%	0.81%	0.96%	1.06%	1.21%	0.61%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

(3)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.06%, 0.16%, 0.26%, 0.36%, 0.51%, 0.61%, 0.76%, and 0.16% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	52		$	174		$	308		$	697
Class R5		$	62		$	206		$	363		$	818
Service Class		$	73		$	238		$	417		$	938
Administrative Class		$	83		$	269		$	472		$	1,056
Class R4		$	98		$	317		$	553		$	1,232
Class A		$	652		$	879		$	1,123		$	1,823
Class R3		$	123		$	395		$	687		$	1,518
Class Y		$	62		$	206		$	363		$	818

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund typically invests approximately 60% of its assets in equity and similar funds and approximately 40% in fixed income funds, including money market funds. Under normal circumstances, the Fund’s asset allocation between equity and fixed income funds is generally expected to vary by no more than plus or minus ten percentage points from this target asset allocation strategy. MML Advisers will generally attempt to select Underlying Funds that it expects will provide an aggregate exposure to “junk” or “high yield” bonds (securities rated below investment grade by Moody’s or Standard & Poor’s, or unrated securities determined to be of comparable quality by the applicable adviser or subadviser), including securities in default, of not more than 10% of the Fund’s assets (although the Fund’s exposure may from time to time exceed that percentage). The Fund is designed for use as part of an overall investment strategy by an investor who is saving for, or is already in, retirement.

The table below shows the Fund’s approximate allocation, as of January 11, 2023, among various asset classes and Underlying Funds. MML Advisers does not intend to trade actively among

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	Equity Funds					60.1%
	— U.S. Large Cap Equity Funds
	MassMutual Fundamental Value Fund					3.7%
	MassMutual Diversified Value Fund					4.1%
	MassMutual Equity Opportunities Fund					9.1%
	MM Equity Asset Fund					16.6%
	MassMutual Blue Chip Growth Fund					6.2%
	MassMutual Growth Opportunities Fund					1.7%
	— U.S. Small/Mid Cap Equity Funds
	MassMutual Mid Cap Value Fund					1.8%
	Vanguard Mid-Cap Index Fund					2.4%
	MassMutual Mid Cap Growth Fund					1.8%
	MassMutual Small Cap Value Equity Fund					1.0%
	Vanguard Small-Cap Index Fund					1.0%
	MassMutual Small Cap Growth Equity Fund					0.5%
	— REIT Funds
	Invesco Real Estate Fund					1.2%
	— International Equity Funds
	MassMutual Overseas Fund					3.1%
	MassMutual International Equity Fund					1.6%
	Vanguard Developed Markets Index Fund					3.1%
	— Emerging Markets Equity Funds
	MassMutual Strategic Emerging Markets Fund					0.6%
	Vanguard Emerging Markets Stock Index Fund					0.6%
	Fixed Income Funds					39.6%
	— U.S. Fixed Income Funds
	MassMutual Core Bond Fund					7.9%
	MassMutual Short-Duration Bond Fund					4.0%
	Vanguard Total Bond Market Index Fund					3.2%
	Vanguard Long-Term Treasury Index Fund					1.1%
	MassMutual Total Return Bond Fund					11.2%
	MassMutual Strategic Bond Fund					9.6%
	— Inflation Managed Funds
	MassMutual Inflation-Protected and Income Fund					0.4%
	— High Yield Funds

	MassMutual High Yield Fund					0.1%
	MassMutual Global Floating Rate Fund					0.1%
	— International Bond Funds
	Invesco International Bond Fund					2.0%
	Other Funds					0.5%
	— Commodities Funds
	DFA Commodity Strategy Fund					0.5%

Note: Above allocations may not sum up to 100% due to rounding.

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Principal Risks

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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U.S. Government Securities Risk Obligations of certain U.S. Government agencies and instrumentalities are not backed by the full faith

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and credit of the U.S. Government, and there can be no assurance that the U.S. Government would provide financial support to such agencies and instrumentalities.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class R5 shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance and additional indexes, including an index that provides a comparison relevant to the Fund’s allocation to fixed income investments (Bloomberg U.S. Aggregate Bond Index) and an index of funds with similar investment objectives (Lipper Balanced Fund Index). The Fund’s name and investment strategy changed on February 1, 2020. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Average annual total returns for Class A shares of the Fund reflect any applicable sales charge. Performance for Class I, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: aeocki8nqgm26pk9r7fmat2jkbca.jpg]

Highest
Quarter:

2Q ’20,

14.65%

Lowest
Quarter:

1Q ’20,

–15.92%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-14.72	%		4.71	%		7.05	%
	Return After Taxes on Distributions		-17.03	%		1.78	%		4.44	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.35	%		3.27	%		5.11	%
Class I	Return Before Taxes		-14.62	%		4.82	%		7.12	%
Service Class	Return Before Taxes		-14.78	%		4.60	%		6.96	%
Administrative Class	Return Before Taxes		-14.86	%		4.51	%		6.86	%
Class R4	Return Before Taxes		-15.02	%		4.33	%		6.67	%
Class A	Return Before Taxes		-19.79	%		3.06	%		5.98	%
Class R3	Return Before Taxes		-15.15	%		4.08	%		6.49	%
Class Y	Return Before Taxes		-14.72	%		4.71	%		7.05	%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		12.56	%

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	One Year			Five Years			Ten Years
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)		-13.01	%		0.02	%		1.06	%
Lipper Balanced Fund Index (reflects no deduction for taxes)		-14.36	%		4.62	%		6.66	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (June 2011).

PURCHASE AND SALE OF FUND SHARES

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual 80/20 Allocation Fund (Class Y shares not currently available)

INVESTMENT OBJECTIVE

The Fund seeks to achieve as high a total return over time as is considered consistent with prudent investment risk, preservation of capital and recognition of the Fund’s stated asset allocation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Class Y

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3	Class Y
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%	None
Other Expenses	0.15%	0.25%	0.35%	0.45%	0.35%	0.45%	0.35%	0.25%(1)
Acquired Fund Fees and Expenses	0.48%	0.48%	0.48%	0.48%	0.48%	0.48%	0.48%	0.48%
Total Annual Fund Operating Expenses(2)	0.63%	0.73%	0.83%	0.93%	1.08%	1.18%	1.33%	0.73%
Expense Reimbursement	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.57%	0.67%	0.77%	0.87%	1.02%	1.12%	1.27%	0.67%

(1)

Other Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

(3)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.09%, 0.19%, 0.29%, 0.39%, 0.54%, 0.64%, 0.79%, and 0.19% for Classes I, R5, Service, Administrative, R4, A, R3, and Y, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	58		$	196		$	345		$	781
Class R5		$	68		$	227		$	400		$	901
Service Class		$	79		$	259		$	455		$	1,020
Administrative Class		$	89		$	290		$	509		$	1,137
Class R4		$	104		$	338		$	590		$	1,312
Class A		$	658		$	898		$	1,158		$	1,898
Class R3		$	129		$	415		$	723		$	1,596
Class Y		$	68		$	227		$	400		$	901

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund typically invests approximately 80% of its assets in equity and similar funds and approximately 20% in fixed income funds, including money market funds. Under normal circumstances, the Fund’s asset allocation between equity and fixed income funds is generally expected to vary by no more than plus or minus ten percentage points from this target asset allocation strategy. The Fund is designed for use as part of an overall investment strategy by an investor who is saving for, or is already in, retirement.

The table below shows the Fund’s approximate allocation, as of January 11, 2023, among various asset classes and Underlying Funds. MML Advisers does not intend to trade actively among Underlying Funds or to attempt to capture short-term market opportunities as primary activities. MML Advisers in its absolute discretion may modify the asset allocation strategy or the selection of Underlying Funds at any time and from time to time, and may invest the Fund’s assets in additional or different Underlying Funds, including Funds that may be created in the future. At any given time, the Fund’s allocations to

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Underlying Funds may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). Information regarding the Fund’s actual allocations to Underlying Funds is available in the Fund’s shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Equity Funds					80.0%
	— U.S. Large Cap Equity Funds
	MassMutual Fundamental Value Fund					4.6%
	MassMutual Diversified Value Fund					5.1%
	MassMutual Equity Opportunities Fund					11.3%
	MM Equity Asset Fund					20.5%
	MassMutual Blue Chip Growth Fund					7.7%
	MassMutual Growth Opportunities Fund					2.1%
	— U.S. Small/Mid Cap Equity Funds
	MassMutual Mid Cap Value Fund					2.4%
	Vanguard Mid-Cap Index Fund					3.2%
	MassMutual Mid Cap Growth Fund					2.4%
	MassMutual Small Cap Value Equity Fund					1.3%
	Vanguard Small-Cap Index Fund					1.3%
	MassMutual Small Cap Growth Equity Fund					0.6%
	— REIT Funds
	Invesco Real Estate Fund					1.6%
	— International Equity Funds
	MassMutual Overseas Fund					5.4%
	MassMutual International Equity Fund					2.7%
	Vanguard Developed Markets Index Fund					5.4%
	— Emerging Markets Equity Funds
	MassMutual Strategic Emerging Markets Fund					1.2%
	Vanguard Emerging Markets Stock Index Fund					1.2%
	Fixed Income Funds					19.7%
	— U.S. Fixed Income Funds
	MassMutual Core Bond Fund					3.9%
	MassMutual Short-Duration Bond Fund					2.0%
	Vanguard Total Bond Market Index Fund					1.6%
	Vanguard Long-Term Treasury Index Fund					0.8%
	MassMutual Total Return Bond Fund					5.4%
	MassMutual Strategic Bond Fund					4.6%
	— Inflation Managed Funds
	MassMutual Inflation-Protected and Income Fund					0.2%
	— High Yield Funds
	MassMutual High Yield Fund					0.1%
	MassMutual Global Floating Rate Fund					0.1%
	— International Bond Funds
	Invesco International Bond Fund					1.0%
	Other Funds					0.5%
	— Commodities Funds
	DFA Commodity Strategy Fund					0.5%

Note: Above allocations may not sum up to 100% due to rounding.

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Principal Risks

obligations. In addition, if the Fund holds only a participation interest in a loan made by a third party, the Fund’s receipt of payments on the loan will depend on the third party’s willingness and ability to make those payments to the Fund. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Commodities-Related Investments Risk Commodity prices (including precious metals) can be extremely volatile and exposure to commodities can cause the net asset value of the Fund’s shares to decline or fluctuate in a rapid and unpredictable manner. The values of physical commodities or commodity-linked derivative instruments may be affected by changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing demographics, international economic, political, and regulatory developments, or factors affecting a particular region, industry, or commodity. A liquid secondary market may not exist for certain commodity investments, which may make it

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

Derivatives Risk Derivatives can be highly volatile and involve risks different from, and potentially greater than, direct investments, including risks of

imperfect correlation between the value of derivatives and underlying assets, counterparty default, potential losses that partially or completely offset gains, and illiquidity. Derivatives can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. If the value of a derivative does not correlate well with the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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subject to fixed income securities risks. When inflation is low, declining, or negative, the Fund’s performance could lag the performance of more conventional bond funds. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

Mortgage- and Asset-Backed Securities Risk Investments in mortgage- and asset-backed securities subject the Fund to credit risk, interest

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rate risk, extension risk, and prepayment risk, among other risks. Mortgage-backed and asset-backed securities not issued by a government agency generally involve greater credit risk than securities issued by government agencies. Payment of principal and interest generally depends on the cash flows generated by the underlying assets and the terms of the security. The types of mortgages (for example, residential or commercial mortgages) underlying securities held by the Fund may differ and be affected differently by market factors. Investments that receive only the interest portion or the principal portion of payments on the underlying assets may be highly volatile. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

Real Estate Risk; REIT Risk Real estate-related investments may decline in value as a result of factors affecting the real estate industry, such as the supply of real property in certain markets, changes in zoning laws, environmental regulations and other governmental action, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy, losses due to natural disasters, and local and regional market conditions. Investments in REITs may be subject to risks similar to those associated with direct investment in real estate, as well as additional risks associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

Repurchase Agreement Risk These transactions must be fully collateralized, but involve credit risk

to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Value Company Risk The value investment approach entails the risk that the market will not

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recognize a security’s intrinsic value for a long time, or that a stock the investment adviser or subadviser judges to be undervalued may actually be appropriately priced.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class R5 shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance and additional indexes, including an index that provides a comparison relevant to the Fund’s allocation to fixed income investments (Bloomberg U.S. Aggregate Bond Index) and an index of funds with similar investment objectives (Lipper Balanced Fund Index). The Fund’s name and investment strategy changed on February 1, 2020. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Average annual total returns for Class A shares of the Fund reflect any applicable sales charge. Performance for Class I, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) and performance for Class Y shares of the Fund for periods prior to its inception date (02/01/23) is based on the performance of Class R5 shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class R5 Shares

[MISSING IMAGE: b2e8754vqc94dmscggaij780dmaa.jpg]

Highest
Quarter:

2Q ’20,

16.93%

Lowest
Quarter:

1Q ’20,

–18.76%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class R5 only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Class R5	Return Before Taxes		-15.58	%		5.38	%		7.94	%
	Return After Taxes on Distributions		-18.18	%		2.45	%		5.45	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.54	%		3.87	%		5.96	%
Class I	Return Before Taxes		-15.60	%		5.45	%		7.99	%
Service Class	Return Before Taxes		-15.77	%		5.25	%		7.82	%
Administrative Class	Return Before Taxes		-15.79	%		5.15	%		7.71	%
Class R4	Return Before Taxes		-15.99	%		4.98	%		7.53	%

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		One Year			Five Years			Ten Years
Class A	Return Before Taxes		-20.63	%		3.71	%		6.85	%
Class R3	Return Before Taxes		-16.15	%		4.73	%		7.27	%
Class Y	Return Before Taxes		-15.58	%		5.38	%		7.94	%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		12.56	%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)			-13.01	%		0.02	%		1.06	%
Lipper Balanced Fund Index (reflects no deduction for taxes)			-14.36	%		4.62	%		6.66	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (June 2011).

PURCHASE AND SALE OF FUND SHARES

accounts. Fund shares are redeemable on any business day by written request, telephone, or internet (available to certain customers).

Purchase Minimums*

Class Y

Initial Investment

$100,000

Subsequent Investment

$250

The Fund reserves the right to change or waive the investment minimums. For retirement plans, the investment minimum is $250 for each of the initial investment and subsequent investments.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan In Retirement Fund

INVESTMENT OBJECTIVE

The Fund seeks current income and some capital appreciation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.22%	0.32%	0.42%	0.52%	0.42%	0.52%	0.42%
Acquired Fund Fees and Expenses	0.43%	0.43%	0.43%	0.43%	0.43%	0.43%	0.43%
Total Annual Fund Operating Expenses(1)	0.65%	0.75%	0.85%	0.95%	1.10%	1.20%	1.35%
Expense Reimbursement	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.49%	0.59%	0.69%	0.79%	0.94%	1.04%	1.19%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.06%, 0.16%, 0.26%, 0.36%, 0.51%, 0.61%, and 0.76% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund

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the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	50		$	192		$	346		$	795
Class R5		$	60		$	224		$	401		$	915
Service Class		$	70		$	255		$	456		$	1,034
Administrative Class		$	81		$	287		$	510		$	1,152
Class R4		$	96		$	334		$	591		$	1,326
Class A		$	650		$	895		$	1,159		$	1,911
Class R3		$	121		$	412		$	724		$	1,610

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who are retired or expect to retire soon. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation and tactical asset allocation (adjusting the Fund’s specific exposures in response to changes in market conditions). MML Advisers has overall responsibility for the Fund and for implementing those allocations through the selection of, and allocations to, Underlying Funds.

instruments. Underlying Funds may also invest some or all of their assets in commodities or commodities-related investments. The Fund will typically invest 80% or more of its assets in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan, including typically a 15% to 35% allocation to mutual funds advised or subadvised by J.P. Morgan or its affiliates. Non-affiliated Underlying Funds in which the Fund may invest are typically passively managed funds that seek to track the performance of a particular market index, which may be broad-based or relate to a particular sector, market, region, or industry.

The Fund’s assets are allocated among Underlying Funds according to an asset allocation strategy that emphasizes fixed income and money market funds, but also includes smaller allocations to equity and certain other funds.

The table below shows the Fund’s strategic target allocations among asset and sub-asset classes as of February 1, 2023.

	Strategic Target Allocations(1)
	Fixed Income					55.00%
	U.S. Fixed Income					36.50%
	Inflation Managed					7.50%
	High Yield Fixed Income					9.35%
	Emerging Markets Debt					1.65%
	Equity					40.00%
	U.S. Large Cap Equity					19.60%
	U.S. Mid Cap Equity					2.80%
	U.S. Small Cap Equity					2.40%
	REITs					0.80%
	International Equity					11.20%
	Emerging Markets Equity					3.20%
	Money Market/Cash and Cash Equivalents					5.00%
	Money Market/Cash and Cash Equivalents					5.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

The Fund’s actual allocations at any time will likely differ from those shown in the table above due to a number of factors, including, among others, changes made by J.P. Morgan to those strategic target allocations or changes arising from tactical allocations of the Fund’s investments, cash flows into and out of the Fund, and appreciation/depreciation of the Fund’s investments in different asset classes.

J.P. Morgan will periodically assess the strategic target allocations shown above, and may make adjustments to them, taking into account various

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factors, such as current market conditions, assumptions regarding future market performance, time horizon, and data on the savings and spending behavior of investors. Based on J.P. Morgan’s assessment, these adjustments may include modifying the existing allocations among asset classes or, among other things, adding or removing asset classes or maintaining asset allocations for longer or shorter periods of time. As a result of J.P. Morgan’s ability to make these modifications, the Fund’s actual allocations may differ from the strategic target allocations shown above by as much as +/- 15%. In addition, as J.P. Morgan monitors the risk profile of the Fund in various market environments, it may determine that conditions are not favorable and that deviations beyond +/- 15% are necessary to substantially reduce risk in order to preserve capital.

The Fund will normally invest most of its assets in Underlying Funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan (which may include a fund or funds subadvised by J.P. Morgan); the Fund will normally invest no more than 20% of its assets in mutual funds not advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan (referred to here as “non-affiliated” funds). MML Advisers will select Underlying Funds from among mutual funds advised by it or J.P. Morgan or its affiliates even though they may have higher expense ratios or less favorable historical performance than non-affiliated funds, and MML Advisers will have no obligation to select the least expensive or best performing funds available to serve as Underlying Funds. In addition, MML Advisers will likely seek to invest assets in funds advised or subadvised by J.P. Morgan or its affiliates in an amount sufficient to ensure an appropriate level of revenue to J.P. Morgan. J.P. Morgan will be subject to a conflict of interest in determining the Fund’s assets allocations, because it might expect to benefit financially by allocating the Fund’s assets to asset classes where MML Advisers would be likely to invest in mutual funds advised or subadvised by J.P. Morgan or its affiliates. These conflicts of interest may result in a portfolio of Underlying Funds that achieves a level of performance, or incurs higher fees, less favorable to the Fund than if MML Advisers or J.P. Morgan did not consider such factors or were not subject to such conflicts of interest. There may be circumstances where MML Advisers’ possession of non-public information regarding an Underlying Fund will limit the ability of the Fund to buy or sell shares in that Underlying Fund when it might otherwise do so, which might adversely affect the investment performance of the Fund.

The table below shows the Fund’s approximate allocation, as of January 11, 2023, to Underlying Funds in which the Fund invests 5% or more of its assets. Other Underlying Funds in which the Fund invests are listed under “Additional Information Regarding Investment Objectives and Principal Investment Strategies” in the Fund’s Prospectus. MML Advisers may in its absolute discretion modify the selection of Underlying Funds at any time and from time to time, and may invest the Fund’s assets in additional or different Underlying Funds, including Funds that may be created in the future. At any given time, the Fund’s allocations to Underlying Funds may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). Information regarding the Fund’s actual allocations to Underlying Funds is available in the Fund’s shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	MM Equity Asset Fund					9.06%
	MassMutual Core Bond Fund					20.42%
	Vanguard Total Bond Market Index Fund					5.14%
	MassMutual Total Return Bond Fund					6.89%
	MassMutual Strategic Bond Fund					6.92%
	MassMutual Inflation-Protected and Income Fund					7.39%
	MassMutual High Yield Fund					5.28%
	JPMorgan U.S. Government Money Market Fund					12.60%

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in order to enhance its investment return or to attempt to protect against adverse changes in currency exchange rates. An Underlying Fund may be permitted to use a wide variety of additional exchange-traded and over-the-counter derivatives, including options, futures contracts, swap contracts (including interest rate swaps, total return swaps, and credit default swaps), and hybrid instruments. An Underlying Fund may typically use these derivatives for hedging purposes, as a substitute for direct investments, to earn additional income, to gain exposure to securities or markets in which it might not be able to invest directly, or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage. An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of

Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments listed above. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed above from time to time.

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redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

China Investment Risk Investments in China (including Chinese companies listed on U.S. and Hong Kong exchanges), Hong Kong, and Taiwan, involve certain risks and considerations not typically associated with investments in U.S. companies, such as greater government control over the economy, political and legal uncertainty, currency fluctuations or blockages, the risk that the Chinese government may decide not to continue to support economic reform programs, and the risk of nationalization or expropriation of assets. Additionally, the securities markets of China, Hong Kong, and Taiwan are emerging markets subject to the special risks applicable to emerging market countries.

demographics, international economic, political, and regulatory developments, or factors affecting a particular region, industry, or commodity. A liquid secondary market may not exist for certain commodity investments, which may make it difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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ability to achieve current income for its shareholders may be diminished.

Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Geographic Focus Risk When the Fund focuses investments on a particular country, group of

countries, or geographic region, its performance will be closely tied to the market, currency, economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified funds.

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as management performance, financial leverage, industry problems, and reduced demand for goods or services.

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the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

Stock Connect Risk The Fund may invest in China A Shares through Stock Connect, which is subject to sudden changes in quota limitations, application of trading suspensions, price fluctuations during times when Stock Connect is not trading,

operational risk, clearing and settlement risk, and regulatory and taxation risk.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Service Class shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Performance for Class I, Class R5, and Class R4 shares of the Fund for periods prior to their inception date (04/01/14) is based on the performance of Service Class shares, adjusted for Class R4 shares to reflect Class R4 expenses. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

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Annual Performance

Service Class Shares

[MISSING IMAGE: ahkptcr00v9cqcq2vql3j7tngjc6.jpg]

Highest
Quarter:

2Q ’20,

9.93%

Lowest
Quarter:

1Q ’20,

–10.58%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-14.29	%		2.12	%		3.32	%
	Return After Taxes on Distributions		-16.34	%		0.07	%		1.81	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.00	%		1.22	%		2.17	%
Class I	Return Before Taxes		-14.16	%		2.33	%		3.83	%
Class R5	Return Before Taxes		-14.20	%		2.23	%		3.48	%
Administrative Class	Return Before Taxes		-14.43	%		2.02	%		3.22	%
Class R4	Return Before Taxes		-14.50	%		1.86	%		3.04	%
Class A	Return Before Taxes		-19.30	%		0.62	%		2.37	%
Class R3	Return Before Taxes		-14.76	%		1.62	%		2.78	%
S&P Target Date Retirement Income Index (reflects no deduction for fees, expenses, or taxes)			-11.17	%		2.33	%		3.59	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since December 2006.

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2020 Fund

INVESTMENT OBJECTIVE

The Fund seeks total return through its asset allocation, which is designed to become more conservative over time. As the Fund approaches and passes the target retirement date, the Fund’s objective will shift to seeking current income and some capital appreciation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.11%	0.21%	0.31%	0.41%	0.31%	0.41%	0.31%
Acquired Fund Fees and Expenses	0.43%	0.43%	0.43%	0.43%	0.43%	0.43%	0.43%
Total Annual Fund Operating Expenses(1)	0.54%	0.64%	0.74%	0.84%	0.99%	1.09%	1.24%
Expense Reimbursement	(0.07%)	(0.07%)	(0.07%)	(0.07%)	(0.07%)	(0.07%)	(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.47%	0.57%	0.67%	0.77%	0.92%	1.02%	1.17%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.04%, 0.14%, 0.24%, 0.34%, 0.49%, 0.59%, and 0.74% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	48		$	166		$	295		$	670
Class R5		$	58		$	198		$	350		$	792
Service Class		$	68		$	230		$	405		$	912
Administrative Class		$	79		$	261		$	459		$	1,031
Class R4		$	94		$	308		$	540		$	1,207
Class A		$	648		$	871		$	1,111		$	1,800
Class R3		$	119		$	387		$	674		$	1,494

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who retired on or around the year 2020 (the target retirement year) and plan to withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

specific exposures in response to changes in market conditions). MML Advisers has overall responsibility for the Fund and for implementing those allocations through the selection of, and allocations to, Underlying Funds.

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2055, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

Underlying Funds will include a combination of MassMutual Funds advised by MML Advisers and J.P. Morgan Funds advised by J.P. Morgan or its affiliates, and may also include other, non-affiliated mutual funds. Underlying Funds may invest in various asset classes, including equity securities, fixed income securities, and money market instruments. Underlying Funds may also invest some or all of their assets in commodities or commodities-related investments. The Fund will typically invest 80% or more of its assets in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan, including typically a 15% to 35% allocation to mutual funds advised or subadvised by J.P. Morgan or its affiliates. Non-affiliated Underlying Funds in which the Fund may invest are typically passively managed funds that seek to track the performance of a particular market index, which may be broad-based or relate to a particular sector, market, region, or industry.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, which the Fund has now reached, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is in the Spending Phase, its portfolio reflects a greater emphasis on fixed income investments and less emphasis on equity investments than a similar fund whose Spending Phase will begin later.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: it7747t2bk57iqfo9iambug9mcbe.jpg]

	Strategic Target Allocations(1)
	Fixed Income					55.00%
	U.S. Fixed Income					36.50%
	Inflation Managed					7.50%
	High Yield Fixed Income					9.35%
	Emerging Markets Debt					1.65%
	Equity					40.00%
	U.S. Large Cap Equity					19.60%
	U.S. Mid Cap Equity					2.80%
	U.S. Small Cap Equity					2.40%
	REITs					0.80%
	International Equity					11.20%
	Emerging Markets Equity					3.20%
	Money Market/Cash and Cash Equivalents					5.00%
	Money Market/Cash and Cash Equivalents					5.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

The Fund’s actual allocations at any time will likely differ from those shown in the glide path and table above due to a number of factors, including, among others, changes made by J.P. Morgan to those strategic target allocations or changes arising from tactical allocations of the Fund’s investments, cash flows into and out of the Fund, and appreciation/depreciation of the Fund’s investments in different asset classes.

J.P. Morgan will periodically assess the strategic target allocations shown above, and may make adjustments to them, taking into account various factors, such as current market conditions, assumptions regarding future market performance, time horizon, and data on the savings and spending

behavior of investors. Based on J.P. Morgan’s assessment, these adjustments may include modifying the existing allocations among asset classes or, among other things, adding or removing asset classes or maintaining asset allocations for longer or shorter periods of time. As a result of J.P. Morgan’s ability to make these modifications, as well as the Fund moving along its glide path each year, the Fund’s actual allocations may differ from the strategic target allocations shown above by as much as +/- 15%. In addition, as J.P. Morgan monitors the risk profile of the Fund in various market environments, it may determine that conditions are not favorable and that deviations beyond +/- 15% are necessary to substantially reduce risk in order to preserve capital.

During the Spending Phase, J.P. Morgan will seek to achieve certain long-term risk and return targets that allow investors to withdraw a portion of their investment in the Fund each year until the target maturity year. In connection with this, J.P. Morgan will produce at the beginning of each year an annual “sample withdrawal amount.” The sample withdrawal amount is a generic hypothetical example that seeks to estimate a percentage of an investor’s investment in the Fund as of the beginning of the year that theoretically could be redeemed by an investor during that year while still allowing for redemptions in future years through the target maturity year. It attempts to balance income needs in the current year against the need for income in the future. Investors may use the sample withdrawal amount as a consideration in determining how much of their investment to withdraw each year during the Spending Phase.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2055. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

In addition, the sample withdrawal amount is not designed to comply with any required minimum distribution rules applicable to tax deferred retirement accounts nor does it take into account any tax considerations to investors (including, for example, any early withdrawal penalties that may be imposed on investors in tax-deferred retirement accounts). Investors investing through a tax-deferred retirement account subject to a required minimum distribution who redeem shares of the Fund from such account will need to include

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

Many of the assumptions and factors underlying the sample withdrawal amount will be based on estimates and judgments by J.P. Morgan. If those estimates or judgments are inaccurate or incomplete, the withdrawal amount may not accurately reflect the amount that an investor could redeem during the year while still allowing for redemptions in future years. Investors should not consider the Fund a complete solution for their investment or retirement income needs or as a guarantee of income through the target maturity year or over any other period. In making a decision about their investments in the Fund in their individual situations, or in assessing the adequacy of estimated distributions that they may receive at any particular time, investors should consider all of their other assets, income, and investments in addition to their investment in the Fund, and should consult their retirement and tax advisers.

The provision of a sample withdrawal amount is for the purpose of outlining a possible theoretical course of action. The sample withdrawal amount is a generic hypothetical example as of a specific calculation date that does not consider, nor is it based upon, the Fund specifically, including the Underlying Funds in which the Fund invests, or an investor’s specific circumstances including their age, financial needs, risk tolerance, required minimum distribution amount under the Internal Revenue Code of 1986, as amended (the “Code”), with respect to any year, if any, other assets, and overall investment objectives. The provision of a sample withdrawal amount is not a recommendation or suggestion that any particular redemption amount is advisable for any investor or in any investor’s best interest, nor is it a recommendation regarding any particular course of conduct in any particular situation or with respect to any particular investor. Instead, it will be presented merely for educational purposes so as to give an indication as to the kinds of approaches that may be possible, and each investor should make an independent decision regarding how to proceed based on their own independent analysis, taking into account whatever independent advice from the investor’s professional adviser, tax adviser, or other third parties that the investor may regard as necessary or appropriate to obtain. There can be no assurance that, even if an investor redeems, in each year during the Spending Phase, shares in an amount equal to the sample withdrawal amount

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for that year, the assets in the investor’s account will be sufficient to support distributions for the entire period through the target maturity year, and it is possible that the investor’s account in the Fund would be exhausted before then.

Underlying Funds, including Funds that may be created in the future. At any given time, the Fund’s allocations to Underlying Funds may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). Information regarding the Fund’s actual allocations to Underlying Funds is available in the Fund’s shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	MM Equity Asset Fund					9.05%
	MassMutual Core Bond Fund					20.42%
	Vanguard Total Bond Market Index Fund					5.14%
	MassMutual Total Return Bond Fund					6.89%
	MassMutual Strategic Bond Fund					6.92%
	MassMutual Inflation-Protected and Income Fund					7.39%
	MassMutual High Yield Fund					5.28%
	JPMorgan U.S. Government Money Market Fund					12.60%

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gain exposure to securities or markets in which it might not be able to invest directly, or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage. An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Risk of Investment in Other Funds or Pools The Fund is indirectly exposed to all of the risks of the Underlying Funds, including exchange-traded

funds, in which it invests, including the risk that the Underlying Funds will not perform as expected. ETFs are subject to additional risks, including secondary market trading risks and the risk that an ETF’s shares may trade above or below net asset value. The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

Bank Loans Risk Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. Senior secured bank loans are typically supported by collateral; however the value of the collateral may be insufficient to cover the amount owed to the Fund, or the Fund may be prevented or delayed from realizing on the collateral. Some loans may be unsecured; unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. If the Fund relies on a third party to administer a loan, the Fund is subject to the risk that the third party will fail to perform its obligations. In addition, if the Fund holds only a participation interest in a loan made by a third party, the Fund’s receipt of payments on the loan will depend on the third party’s willingness and ability to make those payments to the Fund. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers,

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such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Convertible Securities Risk Convertible securities are subject to the risks of both debt instruments

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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Growth Company Risk The prices of growth securities are often highly sensitive to market

fluctuations because of their heavy dependence on future earnings or cash flow expectations, and can be more volatile than the market in general.

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performance could lag the performance of more conventional bond funds. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

Maturity Date and Redemption Risk Even if all shareholders limit their withdrawals from the Fund to the sample withdrawal amounts provided by

J.P. Morgan from time to time, there can be no assurance that the Fund will have sufficient assets to make distributions to shareholders throughout the entire Spending Phase. The Fund’s assets will decline over time and reach zero on or before the maturity date. If the Fund’s assets decline more rapidly than anticipated, the Fund may have insufficient assets to make payments to shareholders at previously anticipated levels throughout the entire Spending Phase. As the Fund’s assets decline and approach zero, the Fund might be liquidated, if for example MML Advisers were to determine that the Fund can no longer be managed consistent with its investment objective. In addition, as assets in the Fund decline, Fund expenses will be spread over a smaller asset base, potentially causing an increase in the Fund’s expense ratio. In order to accommodate investors redeeming shares, the Fund may sell securities at times when it would not otherwise do so, which may adversely affect the Fund’s performance. These transactions may result in higher portfolio turnover, accelerate the realization of taxable income if sales of securities result in capital gains or other income, and increase transaction costs. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate. It is possible for the Fund to suffer substantial investment losses and simultaneously experience additional asset reductions as a result of shareholders redeeming shares.

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Sample Withdrawal Amount Risk The Spending Phase of the Fund is designed for investors in retirement who intend to spend down their holdings in the Fund. There is no guarantee that the Fund will provide sufficient retirement income during the Spending Phase, or that an investor’s account in the Fund will not be exhausted prior to the target maturity year. The sample withdrawal amount for any given year may be zero in order to preserve capital and you may lose money invested in the Fund. You should not rely on the sample withdrawal amount in determining your retirement income needs. Prior to investing in the Fund, you should be aware of the following:

The value of your investment in the Fund will likely decline during the Spending Phase. If you choose to redeem shares in accordance with the sample withdrawal amount (or any

other amount) and the Fund outperforms after you have redeemed shares, you will not participate in the appreciation of assets on the amount you redeemed. The long-term risk and return target of the Fund in any given year, including any income and gain from investments earned by the Fund, is not designed to provide an investment return equal to or greater than the sample withdrawal amount for such year.

J.P. Morgan will seek to manage the overall volatility of the Fund during the Spending Phase, but it may not be successful in doing so, and the Fund’s risk profile may be more or less aggressive from year to year. Your risk tolerance may change over time, and J.P. Morgan may change the Fund’s long-term risk and return target, including, but not limited to, in response to market events. For example, to the extent that market performance leads the Fund to underperform (outperform) the long-term risk and return target for a given year, it may lead to a decrease (increase) in the sample withdrawal amount or an increase (decrease) in the long-term risk and return target in subsequent years. It is important that you re-evaluate your investment in the Fund periodically.

The sample withdrawal amount is calculated on the basis of the information considered by J.P. Morgan as of the applicable calculation date. Once a sample withdrawal amount is set for a given year, J.P. Morgan does not expect to modify it during the year. Rather, any changes to the sample withdrawal amount, including changes to account for unexpected factors, including market performance, will be made in the next annual calculation.

The sample withdrawal amount calculation assumes the reinvestment of distributions in additional shares of the Fund. As a result, if you do not reinvest distributions and you withdraw from the Fund in any year an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, you will increase the likelihood that the value of your investment in the Fund will be exhausted prior to the target maturity year.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Service Class Shares

[MISSING IMAGE: ansjfqk62eaipuvrr6v5f5momvsn.jpg]

Highest
Quarter:

2Q ’20,

10.27%

Lowest
Quarter:

1Q ’20,

–11.16%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-14.36	%		2.48	%		4.99	%
	Return After Taxes on Distributions		-15.70	%		0.27	%		3.34	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.02	%		1.52	%		3.56	%
Class I	Return Before Taxes		-14.13	%		2.69	%		5.18	%
Class R5	Return Before Taxes		-14.17	%		2.60	%		5.09	%
Administrative Class	Return Before Taxes		-14.38	%		2.40	%		4.90	%
Class R4	Return Before Taxes		-14.51	%		2.24	%		4.73	%
Class A	Return Before Taxes		-19.29	%		0.97	%		4.03	%
Class R3	Return Before Taxes		-14.71	%		1.99	%		4.45	%
S&P Target Date 2020 Index (reflects no deduction for fees, expenses, or taxes)			-12.81	%		3.14	%		5.50	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio

manager at MML Advisers. He has managed the Fund since December 2006.

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2025 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.13%	0.23%	0.33%	0.43%	0.33%	0.43%	0.33%
Acquired Fund Fees and Expenses	0.46%	0.46%	0.46%	0.46%	0.46%	0.46%	0.46%
Total Annual Fund Operating Expenses(1)	0.59%	0.69%	0.79%	0.89%	1.04%	1.14%	1.29%
Expense Reimbursement	(0.12%)	(0.12%)	(0.12%)	(0.12%)	(0.12%)	(0.12%)	(0.12%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.47%	0.57%	0.67%	0.77%	0.92%	1.02%	1.17%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.01%, 0.11%, 0.21%, 0.31%, 0.46%, 0.56%, and 0.71% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	48		$	177		$	317		$	726
Class R5		$	58		$	209		$	372		$	847
Service Class		$	68		$	240		$	427		$	967
Administrative Class		$	79		$	272		$	481		$	1,085
Class R4		$	94		$	319		$	562		$	1,260
Class A		$	648		$	881		$	1,132		$	1,850
Class R3		$	119		$	397		$	696		$	1,546

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2025 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2060, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is only a few years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on fixed income investments and less emphasis on equity investments than a similar fund whose Spending Phase will begin later.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: p3smmb0h0pvl4d8oihv4dkifpfau.jpg]

	Strategic Target Allocations(1)
	Equity					53.00%
	U.S. Large Cap Equity					25.97%
	U.S. Mid Cap Equity					3.71%
	U.S. Small Cap Equity					3.18%
	REITs					1.06%
	International Equity					14.31%
	Emerging Markets Equity					4.77%
	Fixed Income					47.00%
	U.S. Fixed Income					34.60%
	Inflation Managed					3.00%
	High Yield Fixed Income					8.00%
	Emerging Markets Debt					1.40%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2060. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MM Equity Asset Fund					11.70%
	Vanguard Developed Markets Index Fund					5.20%
	MassMutual Core Bond Fund					19.05%
	MassMutual Total Return Bond Fund					6.43%
	MassMutual Strategic Bond Fund					6.46%
	MassMutual High Yield Fund					5.14%
	JPMorgan U.S. Government Money Market Fund					7.54%

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various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage. An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

ETFs are subject to additional risks, including secondary market trading risks and the risk that an ETF’s shares may trade above or below net asset value. The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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values of convertible securities tend to decline as interest rates rise and to rise when interest rates fall. A convertible security generally has less potential for gain or loss than the underlying equity security.

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the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

money or fail to get the benefit of a gain on a hedged position. If expected changes to securities prices, interest rates, currency values, and exchange rates, or the creditworthiness of an issuer are not accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

rapidly than anticipated, the Fund may have insufficient assets to make payments to shareholders at previously anticipated levels throughout the entire Spending Phase. As the Fund’s assets decline and approach zero, the Fund might be liquidated, if for example MML Advisers were to determine that the Fund can no longer be managed consistent with its investment objective. In addition, as assets in the Fund decline, Fund expenses will be spread over a smaller asset base, potentially causing an increase in the Fund’s expense ratio. In order to accommodate investors redeeming shares, the Fund may sell securities at times when it would not otherwise do so, which may adversely affect the Fund’s performance. These transactions may result in higher portfolio turnover, accelerate the realization of taxable income if sales of securities result in capital gains or other income, and increase transaction costs. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate. It is possible for the Fund to suffer substantial investment losses and simultaneously experience additional asset reductions as a result of shareholders redeeming shares.

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In addition, changes in interest rates may adversely affect the value of a preferred stock that pays a fixed dividend. Preferred stocks are also subject to additional risks, such as potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.

and return target of the Fund in any given year, including any income and gain from investments earned by the Fund, is not designed to provide an investment return equal to or greater than the sample withdrawal amount for such year.

Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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securities of small and medium-sized companies, which may trade less frequently and in smaller volumes than more widely-held securities, and may fluctuate in price more than other securities. Their shares can be less liquid than those of larger companies, especially during market declines. Small and medium-sized companies may have limited product lines, markets, or financial resources and may be dependent on a limited management group; they may have been recently organized and have little or no track record of success.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Service Class shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Performance for Class I, Class R5, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) is based on the performance of Service Class shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Service Class Shares

[MISSING IMAGE: ufh7ag2e1sh92adrei25pu765lbu.jpg]

Highest
Quarter:

2Q ’20,

12.48%

Lowest
Quarter:

1Q ’20,

–14.03%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-15.28	%		3.27	%		5.90	%
	Return After Taxes on Distributions		-17.20	%		0.71	%		3.86	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.11	%		2.17	%		4.28	%
Class I	Return Before Taxes		-15.20	%		3.47	%		6.07	%
Class R5	Return Before Taxes		-15.27	%		3.39	%		6.00	%
Administrative Class	Return Before Taxes		-15.42	%		3.17	%		5.80	%
Class R4	Return Before Taxes		-15.57	%		3.01	%		5.62	%
Class A	Return Before Taxes		-20.26	%		1.76	%		4.93	%
Class R3	Return Before Taxes		-15.74	%		2.77	%		5.38	%
S&P Target Date 2025 Index (reflects no deduction for fees, expenses, or taxes)			-13.13	%		3.75	%		6.23	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (April 2010).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2030 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.07%	0.17%	0.27%	0.37%	0.27%	0.37%	0.27%
Acquired Fund Fees and Expenses	0.47%	0.47%	0.47%	0.47%	0.47%	0.47%	0.47%
Total Annual Fund Operating Expenses(1)	0.54%	0.64%	0.74%	0.84%	0.99%	1.09%	1.24%
Expense Reimbursement	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)	(0.03%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.51%	0.61%	0.71%	0.81%	0.96%	1.06%	1.21%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.04%, 0.14%, 0.24%, 0.34%, 0.49%, 0.59%, and 0.74% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	52		$	170		$	299		$	674
Class R5		$	62		$	202		$	354		$	796
Service Class		$	73		$	234		$	409		$	916
Administrative Class		$	83		$	265		$	463		$	1,034
Class R4		$	98		$	312		$	544		$	1,210
Class A		$	652		$	875		$	1,115		$	1,803
Class R3		$	123		$	390		$	678		$	1,497

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2030 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2065, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: adat1392s8se3k7kttkfuhgf5okq.jpg]

	Strategic Target Allocations(1)
	Equity					66.00%
	U.S. Large Cap Equity					32.34%
	U.S. Mid Cap Equity					4.62%
	U.S. Small Cap Equity					3.96%
	REITs					1.32%
	International Equity					17.82%
	Emerging Markets Equity					5.94%
	Fixed Income					34.00%
	U.S. Fixed Income					27.20%
	Inflation Managed					0.00%
	High Yield Fixed Income					5.78%
	Emerging Markets Debt					1.03%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2065. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MM Equity Asset Fund					14.83%
	MassMutual Overseas Fund					5.22%
	Vanguard Developed Markets Index Fund					6.63%
	MassMutual Core Bond Fund					15.24%
	MassMutual Total Return Bond Fund					5.14%
	MassMutual Strategic Bond Fund					5.17%
	JPMorgan U.S. Government Money Market Fund					5.96%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Service Class Shares

[MISSING IMAGE: acn7ssprhmm2v8llr2c58mrogg2p.jpg]

Highest
Quarter:

2Q ’20,

13.89%

Lowest
Quarter:

1Q ’20,

–16.42%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-15.83	%		3.80	%		6.44	%
	Return After Taxes on Distributions		-17.91	%		1.18	%		4.50	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.22	%		2.63	%		4.81	%
Class I	Return Before Taxes		-15.74	%		4.00	%		6.62	%
Class R5	Return Before Taxes		-15.74	%		3.90	%		6.52	%
Administrative Class	Return Before Taxes		-15.93	%		3.69	%		6.34	%
Class R4	Return Before Taxes		-16.03	%		3.53	%		6.16	%
Class A	Return Before Taxes		-20.76	%		2.27	%		5.46	%
Class R3	Return Before Taxes		-16.21	%		3.29	%		5.89	%
S&P Target Date 2030 Index (reflects no deduction for fees, expenses, or taxes)			-13.96	%		4.17	%		6.84	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio

manager at MML Advisers. He has managed the Fund since December 2006.

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2035 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.13%	0.23%	0.33%	0.43%	0.33%	0.43%	0.33%
Acquired Fund Fees and Expenses	0.49%	0.49%	0.49%	0.49%	0.49%	0.49%	0.49%
Total Annual Fund Operating Expenses(1)	0.62%	0.72%	0.82%	0.92%	1.07%	1.17%	1.32%
Expense Reimbursement	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.54%	0.64%	0.74%	0.84%	0.99%	1.09%	1.24%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.05%, 0.15%, 0.25%, 0.35%, 0.50%, 0.60%, and 0.75% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	55		$	190		$	338		$	767
Class R5		$	65		$	222		$	393		$	887
Service Class		$	76		$	254		$	447		$	1,006
Administrative Class		$	86		$	285		$	501		$	1,124
Class R4		$	101		$	332		$	582		$	1,298
Class A		$	655		$	894		$	1,151		$	1,886
Class R3		$	126		$	410		$	716		$	1,583

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2035 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2070, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: l4pus3o6459qn1oujh41mn2qbj5t.jpg]

	Strategic Target Allocations(1)
	Equity					78.00%
	U.S. Large Cap Equity					38.22%
	U.S. Mid Cap Equity					5.46%
	U.S. Small Cap Equity					4.68%
	REITs					1.56%
	International Equity					21.06%
	Emerging Markets Equity					7.02%
	Fixed Income					22.00%
	U.S. Fixed Income					17.60%
	Inflation Managed					0.00%
	High Yield Fixed Income					3.75%
	Emerging Markets Debt					0.65%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2070. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MM Equity Asset Fund					17.76%
	MassMutual Blue Chip Growth Fund					5.41%
	MassMutual Overseas Fund					7.21%
	Vanguard Developed Markets Index Fund					6.18%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					5.18%
	MassMutual Total Return Bond Fund					7.40%
	MassMutual Strategic Bond Fund					7.43%
	JPMorgan U.S. Government Money Market Fund					5.21%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Risk of Investment in Other Funds or Pools The Fund is indirectly exposed to all of the risks of the Underlying Funds, including exchange-traded

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Convertible Securities Risk Convertible securities are subject to the risks of both debt instruments

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Growth Company Risk The prices of growth securities are often highly sensitive to market

fluctuations because of their heavy dependence on future earnings or cash flow expectations, and can be more volatile than the market in general.

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Maturity Date and Redemption Risk Even if all shareholders limit their withdrawals from the Fund to the sample withdrawal amounts provided by

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The value of your investment in the Fund will likely decline during the Spending Phase. If you choose to redeem shares in accordance with the sample withdrawal amount (or any

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Service Class shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Performance for Class I, Class R5, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) is based on the performance of Service Class shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Service Class Shares

[MISSING IMAGE: iacvmcal0fpok41g0dpafbcb9ph0.jpg]

Highest
Quarter:

2Q ’20,

15.70%

Lowest
Quarter:

1Q ’20,

–18.90%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-16.73	%		4.17	%		6.83	%
	Return After Taxes on Distributions		-18.96	%		1.43	%		4.76	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.50	%		2.98	%		5.16	%
Class I	Return Before Taxes		-16.55	%		4.38	%		7.01	%
Class R5	Return Before Taxes		-16.65	%		4.28	%		6.92	%
Administrative Class	Return Before Taxes		-16.79	%		4.07	%		6.73	%
Class R4	Return Before Taxes		-16.98	%		3.90	%		6.56	%
Class A	Return Before Taxes		-21.60	%		2.64	%		5.84	%
Class R3	Return Before Taxes		-17.13	%		3.66	%		6.30	%
S&P Target Date 2035 Index (reflects no deduction for fees, expenses, or taxes)			-14.99	%		4.63	%		7.42	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (April 2010).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2040 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.09%	0.19%	0.29%	0.39%	0.29%	0.39%	0.29%
Acquired Fund Fees and Expenses	0.50%	0.50%	0.50%	0.50%	0.50%	0.50%	0.50%
Total Annual Fund Operating Expenses(1)	0.59%	0.69%	0.79%	0.89%	1.04%	1.14%	1.29%
Expense Reimbursement	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)	(0.05%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.54%	0.64%	0.74%	0.84%	0.99%	1.09%	1.24%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.04%, 0.14%, 0.24%, 0.34%, 0.49%, 0.59%, and 0.74% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	55		$	184		$	324		$	733
Class R5		$	65		$	216		$	379		$	854
Service Class		$	76		$	247		$	434		$	973
Administrative Class		$	86		$	279		$	488		$	1,091
Class R4		$	101		$	326		$	569		$	1,266
Class A		$	655		$	888		$	1,139		$	1,856
Class R3		$	126		$	404		$	703		$	1,552

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2040 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2075, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: kvlbrlk5p8n4r9d4d11lrlegq5jf.jpg]

	Strategic Target Allocations(1)
	Equity					87.00%
	U.S. Large Cap Equity					42.63%
	U.S. Mid Cap Equity					6.09%
	U.S. Small Cap Equity					5.22%
	REITs					1.74%
	International Equity					23.06%
	Emerging Markets Equity					8.27%
	Fixed Income					13.00%
	U.S. Fixed Income					10.40%
	Inflation Managed					0.00%
	High Yield Fixed Income					2.20%
	Emerging Markets Debt					0.40%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2075. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MM Equity Asset Fund					20.08%
	MassMutual Blue Chip Growth Fund					6.11%
	MassMutual Overseas Fund					8.37%
	MassMutual International Equity Fund					5.06%
	Vanguard Developed Markets Index Fund					7.17%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					5.74%

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duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage. An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Service Class Shares

[MISSING IMAGE: nulogbinko49df6h6asn3ls2p0lr.jpg]

Highest
Quarter:

2Q ’20,

16.93%

Lowest
Quarter:

1Q ’20,

–20.87%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-16.90	%		4.57	%		7.10	%
	Return After Taxes on Distributions		-19.16	%		1.91	%		5.06	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.52	%		3.31	%		5.39	%
Class I	Return Before Taxes		-16.70	%		4.79	%		7.26	%
Class R5	Return Before Taxes		-16.79	%		4.69	%		7.20	%
Administrative Class	Return Before Taxes		-16.98	%		4.47	%		6.99	%
Class R4	Return Before Taxes		-17.12	%		4.33	%		6.84	%
Class A	Return Before Taxes		-21.79	%		3.02	%		6.10	%
Class R3	Return Before Taxes		-17.37	%		4.04	%		6.52	%
S&P Target Date 2040 Index (reflects no deduction for fees, expenses, or taxes)			-15.56	%		4.97	%		7.84	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio

manager at MML Advisers. He has managed the Fund since December 2006.

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2045 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.18%	0.28%	0.38%	0.48%	0.38%	0.48%	0.38%
Acquired Fund Fees and Expenses	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%
Total Annual Fund Operating Expenses(1)	0.69%	0.79%	0.89%	0.99%	1.14%	1.24%	1.39%
Expense Reimbursement	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)	(0.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.53%	0.63%	0.73%	0.83%	0.98%	1.08%	1.23%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.02%, 0.12%, 0.22%, 0.32%, 0.47%, 0.57%, and 0.72% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	54		$	205		$	368		$	843
Class R5		$	64		$	236		$	423		$	963
Service Class		$	75		$	268		$	477		$	1,081
Administrative Class		$	85		$	299		$	532		$	1,198
Class R4		$	100		$	346		$	612		$	1,372
Class A		$	654		$	907		$	1,179		$	1,954
Class R3		$	125		$	424		$	745		$	1,655

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2045 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2080, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: q0fo01mprdno8f0qhkpmmqe39kfc.jpg]

	Strategic Target Allocations(1)
	Equity					94.00%
	U.S. Large Cap Equity					46.06%
	U.S. Mid Cap Equity					6.58%
	U.S. Small Cap Equity					5.64%
	REITs					1.88%
	International Equity					24.91%
	Emerging Markets Equity					8.93%
	Fixed Income					6.00%
	U.S. Fixed Income					4.80%
	Inflation Managed					0.00%
	High Yield Fixed Income					0.85%
	Emerging Markets Debt					0.35%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2080. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MassMutual Equity Opportunities Fund					5.93%
	MM Equity Asset Fund					20.19%
	MassMutual Blue Chip Growth Fund					6.65%
	MassMutual Overseas Fund					9.13%
	MassMutual International Equity Fund					5.50%
	Vanguard Developed Markets Index Fund					7.83%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					6.29%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Service Class shares. The table shows how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Performance for Class I, Class R5, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) is based on the performance of Service Class shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Service Class Shares

[MISSING IMAGE: kh961u0mbf6csha1v0aforkrou37.jpg]

Highest
Quarter:

2Q ’20,

17.94%

Lowest
Quarter:

1Q ’20,

–22.27%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-17.19	%		4.96	%		7.52	%
	Return After Taxes on Distributions		-19.86	%		1.95	%		5.30	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.34	%		3.65	%		5.77	%
Class I	Return Before Taxes		-16.97	%		5.19	%		7.71	%
Class R5	Return Before Taxes		-17.10	%		5.06	%		7.62	%
Administrative Class	Return Before Taxes		-17.17	%		4.88	%		7.43	%
Class R4	Return Before Taxes		-17.34	%		4.72	%		7.27	%
Class A	Return Before Taxes		-21.99	%		3.44	%		6.54	%
Class R3	Return Before Taxes		-17.63	%		4.44	%		6.99	%
S&P Target Date 2045 Index (reflects no deduction for fees, expenses, or taxes)			-15.84	%		5.16	%		8.11	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (April 2010).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2050 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.12%	0.22%	0.32%	0.42%	0.32%	0.42%	0.32%
Acquired Fund Fees and Expenses	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%
Total Annual Fund Operating Expenses(1)	0.63%	0.73%	0.83%	0.93%	1.08%	1.18%	1.33%
Expense Reimbursement	(0.10%)	(0.10%)	(0.10%)	(0.10%)	(0.10%)	(0.10%)	(0.10%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.53%	0.63%	0.73%	0.83%	0.98%	1.08%	1.23%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.02%, 0.12%, 0.22%, 0.32%, 0.47%, 0.57%, and 0.72% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	54		$	191		$	341		$	777
Class R5		$	64		$	223		$	396		$	897
Service Class		$	74		$	255		$	450		$	1,016
Administrative Class		$	84		$	286		$	505		$	1,134
Class R4		$	100		$	333		$	585		$	1,308
Class A		$	654		$	894		$	1,154		$	1,894
Class R3		$	125		$	411		$	719		$	1,592

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2050 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2085, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: anl1i4j2fi2t7sosuv7glpba0e99.jpg]

	Strategic Target Allocations(1)
	Equity					94.00%
	U.S. Large Cap Equity					46.06%
	U.S. Mid Cap Equity					6.58%
	U.S. Small Cap Equity					5.64%
	REITs					1.88%
	International Equity					24.91%
	Emerging Markets Equity					8.93%
	Fixed Income					6.00%
	U.S. Fixed Income					4.80%
	Inflation Managed					0.00%
	High Yield Fixed Income					0.85%
	Emerging Markets Debt					0.35%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2085. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MassMutual Equity Opportunities Fund					6.06%
	MM Equity Asset Fund					20.46%
	MassMutual Blue Chip Growth Fund					6.76%
	MassMutual Overseas Fund					9.26%
	MassMutual International Equity Fund					5.60%
	Vanguard Developed Markets Index Fund					7.92%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					6.41%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Service Class Shares

[MISSING IMAGE: gqh4viuekn864oulqb3cdql8q47f.jpg]

Highest
Quarter:

2Q ’20,

17.92%

Lowest
Quarter:

1Q ’20,

–22.34%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Ten Years
Service Class	Return Before Taxes		-17.15	%		5.04	%		7.66	%
	Return After Taxes on Distributions		-19.42	%		2.29	%		5.31	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.61	%		3.66	%		5.77	%
Class I	Return Before Taxes		-16.98	%		5.21	%		7.83	%
Class R5	Return Before Taxes		-17.09	%		5.12	%		7.75	%
Administrative Class	Return Before Taxes		-17.23	%		4.91	%		7.56	%
Class R4	Return Before Taxes		-17.38	%		4.76	%		7.39	%
Class A	Return Before Taxes		-21.97	%		3.50	%		6.68	%
Class R3	Return Before Taxes		-17.66	%		4.48	%		7.09	%
S&P Target Date 2050 Index (reflects no deduction for fees, expenses, or taxes)			-15.97	%		5.26	%		8.33	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio

manager at MML Advisers. He has managed the Fund since its inception (December 2007).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2055 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.34%	0.44%	0.54%	0.64%	0.54%	0.64%	0.54%
Acquired Fund Fees and Expenses	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%
Total Annual Fund Operating Expenses(1)	0.86%	0.96%	1.06%	1.16%	1.31%	1.41%	1.56%
Expense Reimbursement	(0.34%)	(0.34%)	(0.34%)	(0.34%)	(0.34%)	(0.34%)	(0.34%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.52%	0.62%	0.72%	0.82%	0.97%	1.07%	1.22%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00%, 0.10%, 0.20%, 0.30%, 0.45%, 0.55%, and 0.70% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	53		$	240		$	443		$	1,029
Class R5		$	63		$	272		$	498		$	1,147
Service Class		$	74		$	303		$	552		$	1,263
Administrative Class		$	84		$	335		$	606		$	1,379
Class R4		$	99		$	382		$	686		$	1,549
Class A		$	653		$	940		$	1,248		$	2,120
Class R3		$	124		$	459		$	818		$	1,828

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2055 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2090, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: fkk9qmrfp9t22iefkri9eulstufk.jpg]

	Strategic Target Allocations(1)
	Equity					94.00%
	U.S. Large Cap Equity					46.06%
	U.S. Mid Cap Equity					6.58%
	U.S. Small Cap Equity					5.64%
	REITs					1.88%
	International Equity					24.91%
	Emerging Markets Equity					8.93%
	Fixed Income					6.00%
	U.S. Fixed Income					4.80%
	Inflation Managed					0.00%
	High Yield Fixed Income					0.85%
	Emerging Markets Debt					0.35%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2090. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MassMutual Equity Opportunities Fund					6.06%
	MM Equity Asset Fund					20.47%
	MassMutual Blue Chip Growth Fund					6.76%
	MassMutual Overseas Fund					9.27%
	MassMutual International Equity Fund					5.60%
	Vanguard Developed Markets Index Fund					7.91%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					6.40%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Service Class shares. The table shows how the Fund’s average annual returns for 1 and 5 years, and since inception, compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Performance for Class I, Class R5, Class R4, and Class R3 shares of the Fund for periods prior to their inception date (04/01/14) is based on the performance of Service Class shares, adjusted for Class R4 and Class R3 shares to reflect Class R4 and Class R3 expenses, respectively. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Service Class Shares

[MISSING IMAGE: e3kkrnv4slduuh9igmoup0ldl39r.jpg]

Highest
Quarter:

2Q ’20,

17.88%

Lowest
Quarter:

1Q ’20,

–22.24%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Service Class only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Since Inception (09/17/13)
Service Class	Return Before Taxes		-17.21	%		5.03	%		6.52	%
	Return After Taxes on Distributions		-19.74	%		2.19	%		4.37	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.44	%		3.70	%		4.92	%
Class I	Return Before Taxes		-16.98	%		5.25	%		6.69	%
Class R5	Return Before Taxes		-17.04	%		5.14	%		6.58	%
Administrative Class	Return Before Taxes		-17.28	%		4.93	%		6.41	%
Class R4	Return Before Taxes		-17.40	%		4.78	%		6.23	%
Class A	Return Before Taxes		-21.95	%		3.52	%		5.52	%
Class R3	Return Before Taxes		-17.62	%		4.51	%		5.96	%
S&P Target Date 2055 Index (reflects no deduction for fees, expenses, or taxes)			-15.97	%		5.31	%		8.46	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (September 2013).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2060 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses	0.95%	1.05%	1.15%	1.25%	1.15%	1.25%	1.15%
Acquired Fund Fees and Expenses	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%	0.51%
Total Annual Fund Operating Expenses(1)	1.46%	1.56%	1.66%	1.76%	1.91%	2.01%	2.16%
Expense Reimbursement	(0.95%)	(0.95%)	(0.95%)	(0.95%)	(0.95%)	(0.95%)	(0.95%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.51%	0.61%	0.71%	0.81%	0.96%	1.06%	1.21%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00%, 0.10%, 0.20%, 0.30%, 0.45%, 0.55%, and 0.70% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years			5 Years			10 Years
Class I		$	52		$	368		$	707		$	1,665
Class R5		$	62		$	399		$	760		$	1,776
Service Class		$	73		$	430		$	813		$	1,886
Administrative Class		$	83		$	461		$	865		$	1,994
Class R4		$	98		$	508		$	943		$	2,155
Class A		$	652		$	1,059		$	1,490		$	2,687
Class R3		$	123		$	584		$	1,072		$	2,418

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2060 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2095, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

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The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s

strategic target allocations based on its position along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: raesjvt6el6esm3id37mmaj82nmc.jpg]

	Strategic Target Allocations(1)
	Equity					94.00%
	U.S. Large Cap Equity					46.06%
	U.S. Mid Cap Equity					6.58%
	U.S. Small Cap Equity					5.64%
	REITs					1.88%
	International Equity					24.91%
	Emerging Markets Equity					8.93%
	Fixed Income					6.00%
	U.S. Fixed Income					4.80%
	Inflation Managed					0.00%
	High Yield Fixed Income					0.85%
	Emerging Markets Debt					0.35%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

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The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2095. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

such redemption amount, as appropriate, in the computation of any annual required minimum distribution.

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	MassMutual Equity Opportunities Fund					5.96%
	MM Equity Asset Fund					20.58%
	MassMutual Blue Chip Growth Fund					6.76%
	MassMutual Overseas Fund					9.27%
	MassMutual International Equity Fund					5.62%
	Vanguard Developed Markets Index Fund					7.88%
	JPMorgan Emerging Markets Research Enhanced Equity Fund					6.41%

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class I shares. The table shows how the Fund’s average annual returns for 1 and 5 years, and since inception, compare with those of a broad measure of market performance. The Fund’s name and investment strategy changed on September 24, 2018. The performance results shown below would not necessarily have been achieved had the Fund’s current investment strategy been in effect for the entire period for which performance results are presented. Performance for Class A shares of the Fund reflects any applicable sales charge. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date performance information is available at https://www.massmutual.com/funds or by calling 1-888-309-3539.

Annual Performance

Class I Shares

[MISSING IMAGE: p8gch4k3bhpq3bfrsqi4uu70ftbl.jpg]

Highest
Quarter:

2Q ’20,

17.79%

Lowest
Quarter:

1Q ’20,

–22.16%

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Since Inception (11/23/15)
Class I	Return Before Taxes		-16.97	%		5.25	%		7.20	%
	Return After Taxes on Distributions		-19.64	%		2.31	%		4.62	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.28	%		3.80	%		5.34	%
Class R5	Return Before Taxes		-17.15	%		5.10	%		7.06	%
Service Class	Return Before Taxes		-17.11	%		5.04	%		6.98	%
Administrative Class	Return Before Taxes		-17.23	%		4.92	%		6.87	%
Class R4	Return Before Taxes		-17.36	%		4.76	%		6.71	%
Class A	Return Before Taxes		-22.05	%		3.46	%		5.74	%
Class R3	Return Before Taxes		-17.61	%		4.50	%		6.44	%
S&P Target Date 2060 Index (reflects no deduction for fees, expenses, or taxes)			-16.01	%		5.35	%		8.50	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since February 2023.

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio

manager at MML Advisers. He has managed the Fund since its inception (November 2015).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual RetireSMARTSM by JPMorgan 2065 Fund

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the tables and examples below. For Class A shares, you may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $25,000 in MassMutual funds. More information about these and other discounts is available in the section titled Sales Charges by Class beginning on page 215 of the Fund’s Prospectus or from your financial professional.

Shareholder Fees (fees paid directly from your investment)

Class I

Class R5

Service
Class

Administrative
Class

Class R4

Class A

Class R3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

5.50%

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class R5	Service Class	Administrative Class	Class R4	Class A	Class R3
Management Fees	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Distribution and Service (Rule 12b-1) Fees	None	None	None	None	0.25%	0.25%	0.50%
Other Expenses(1)	5.16%	5.26%	5.36%	5.46%	5.36%	5.46%	5.36%
Acquired Fund Fees and Expenses(1)	0.48%	0.48%	0.48%	0.48%	0.48%	0.48%	0.48%
Total Annual Fund Operating Expenses	5.64%	5.74%	5.84%	5.94%	6.09%	6.19%	6.34%
Expense Reimbursement	(5.16%)	(5.16%)	(5.16%)	(5.16%)	(5.16%)	(5.16%)	(5.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.48%	0.58%	0.68%	0.78%	0.93%	1.03%	1.18%

(1)

Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year of the Fund.

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00%, 0.10%, 0.20%, 0.30%, 0.45%, 0.55%, and 0.70% for Classes I, R5, Service, Administrative, R4, A, and R3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

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Example

	1 Year			3 Years
Class I		$	49		$	1,221
Class R5		$	59		$	1,249
Service Class		$	69		$	1,278
Administrative Class		$	80		$	1,306
Class R4		$	95		$	1,349
Class A		$	649		$	1,851
Class R3		$	120		$	1,419

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that seeks to achieve its investment objective by investing in a combination of U.S. domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy designed for investors who plan to retire around the year 2065 (the target retirement year) and then withdraw their investment in the Fund over time throughout retirement. The Fund is advised by MML Investment Advisers, LLC (“MML Advisers”) and subadvised by J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan has responsibility for determining the Fund’s strategic asset allocation (its “glide path”) and tactical asset allocation (adjusting the Fund’s specific exposures in response to changes in market conditions). MML Advisers has overall responsibility for the Fund and for implementing those allocations through the selection of, and allocations to, Underlying Funds.

The Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until December 31, 2100, the target maturity year. The Fund assumes a person will be at or around age 65 at the target retirement year.

The Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, the Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, the Fund will generally have a greater emphasis on fixed income investments. Because the Fund is a number of years from the beginning of its Spending Phase, its portfolio reflects a greater emphasis on equity investments and less emphasis on fixed income investments than a similar fund whose Spending Phase will begin sooner.

The anticipated strategic target allocations between asset classes over the life of the Fund are displayed in the “glide path” below. In addition, the Fund’s strategic target allocations based on its position

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along the glide path as of February 1, 2023 are included in the table following the glide path.

[MISSING IMAGE: ai3np3cb9aoogh31vmc1n4a785vt.jpg]

	Strategic Target Allocations(1)
	Equity					94.00%
	U.S. Large Cap Equity					46.06%
	U.S. Mid Cap Equity					6.58%
	U.S. Small Cap Equity					5.64%
	REITs					1.88%
	International Equity					24.91%
	Emerging Markets Equity					8.93%
	Fixed Income					6.00%
	U.S. Fixed Income					4.80%
	Inflation Managed					0.00%
	High Yield Fixed Income					0.85%
	Emerging Markets Debt					0.35%
	Money Market/Cash and Cash Equivalents					0.00%
	Money Market/Cash and Cash Equivalents					0.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

assessment, these adjustments may include modifying the existing allocations among asset classes or, among other things, adding or removing asset classes or maintaining asset allocations for longer or shorter periods of time. As a result of J.P. Morgan’s ability to make these modifications, as well as the Fund moving along its glide path each year, the Fund’s actual allocations may differ from the strategic target allocations shown above by as much as +/- 15%. In addition, as J.P. Morgan monitors the risk profile of the Fund in various market environments, it may determine that conditions are not favorable and that deviations beyond +/- 15% are necessary to substantially reduce risk in order to preserve capital.

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available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

As investors withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Fund’s Board of Trustees (“Trustees”), without shareholder approval, at or prior to the target maturity year. J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the year 2100. As a result, the Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from the Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in the Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of the Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in the Fund prior to the maturity year.

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The table below shows the Fund’s expected approximate allocation, as of February 1, 2023, to Underlying Funds in which the Fund invests 5% or more of its assets. Other Underlying Funds in which the Fund invests are listed under “Additional Information Regarding Investment Objectives and Principal Investment Strategies” in the Fund’s Prospectus. MML Advisers may in its absolute discretion modify the selection of Underlying Funds at any time and from time to time, and may invest the Fund’s assets in additional or different Underlying Funds, including Funds that may be created in the future. At any given time, the Fund’s allocations to Underlying Funds may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). Information regarding the

Fund’s actual allocations to Underlying Funds is available in the Fund’s shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	MassMutual Equity Opportunities Fund					6.86%
	MM Equity Asset Fund					20.00%
	MassMutual Blue Chip Growth Fund					6.72%
	MassMutual Overseas Fund					9.82%
	MassMutual International Equity Fund					6.14%
	Vanguard Developed Markets Index Fund					8.59%

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dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan as noted in “Principal Investment Strategies” may adversely affect Fund performance.

Tactical Allocation Risk The subadviser has discretion to make short- to intermediate-term

tactical allocations that increase or decrease the exposure to asset classes and investments shown in the glide path. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in the glide path from time to time.

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of an adverse change in financial condition that could affect an issuer’s ability to honor its obligations.

Credit Risk Credit risk is the risk that an issuer, guarantor, or liquidity provider of a fixed income

security held by the Fund may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. The Fund may also be exposed to the credit risk of its counterparty to repurchase agreements, reverse repurchase agreements, swap transactions, and other derivatives transactions, and to the counterparty’s ability or willingness to perform in accordance with the terms of the transaction. The value of such transactions to the Fund will depend on the willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

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Dollar Roll and Reverse Repurchase Agreement Transaction Risk These transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on

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international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

Maturity Date and Redemption Risk Even if all shareholders limit their withdrawals from the Fund to the sample withdrawal amounts provided by J.P. Morgan from time to time, there can be no assurance that the Fund will have sufficient assets to make distributions to shareholders throughout the entire Spending Phase. The Fund’s assets will decline over time and reach zero on or before the maturity date. If the Fund’s assets decline more rapidly than anticipated, the Fund may have insufficient assets to make payments to shareholders at previously anticipated levels throughout the entire Spending Phase. As the Fund’s assets decline and approach zero, the Fund might be liquidated, if for example MML Advisers were to determine that the Fund can no longer be managed consistent with its investment

objective. In addition, as assets in the Fund decline, Fund expenses will be spread over a smaller asset base, potentially causing an increase in the Fund’s expense ratio. In order to accommodate investors redeeming shares, the Fund may sell securities at times when it would not otherwise do so, which may adversely affect the Fund’s performance. These transactions may result in higher portfolio turnover, accelerate the realization of taxable income if sales of securities result in capital gains or other income, and increase transaction costs. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate. It is possible for the Fund to suffer substantial investment losses and simultaneously experience additional asset reductions as a result of shareholders redeeming shares.

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The value of your investment in the Fund will likely decline during the Spending Phase. If you choose to redeem shares in accordance with the sample withdrawal amount (or any other amount) and the Fund outperforms after you have redeemed shares, you will not participate in the appreciation of assets on the amount you redeemed. The long-term risk and return target of the Fund in any given year, including any income and gain from investments earned by the Fund, is not designed to provide an investment return equal to or greater than the sample withdrawal amount for such year.

J.P. Morgan will seek to manage the overall volatility of the Fund during the Spending Phase, but it may not be successful in doing so,

and the Fund’s risk profile may be more or less aggressive from year to year. Your risk tolerance may change over time, and J.P. Morgan may change the Fund’s long-term risk and return target, including, but not limited to, in response to market events. For example, to the extent that market performance leads the Fund to underperform (outperform) the long-term risk and return target for a given year, it may lead to a decrease (increase) in the sample withdrawal amount or an increase (decrease) in the long-term risk and return target in subsequent years. It is important that you re-evaluate your investment in the Fund periodically.

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group; they may have been recently organized and have little or no track record of success.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

The Fund had not begun operations prior to the date of this Prospectus, and therefore has no performance history. Because the Fund is new, there is no table which shows how the Fund’s returns have deviated from the broad market. Performance history will be available for the Fund after it has been in operation for one calendar year.

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Michael J. Abata, CFA is a portfolio manager at MML Advisers. He has managed the Fund since its inception (February 2023).

Frederick (Rick) Schulitz, CFA, CAIA is Head of Multi-Asset Class Solutions and a portfolio manager at MML Advisers. He has managed the Fund since its inception (February 2023).

Daniel Oldroyd, CFA, CAIA is a Managing Director, the Head of Target Date Strategies, and a portfolio manager at J.P. Morgan. He has managed the Fund since its inception (February 2023).

Silvia Trillo is a Managing Director and portfolio manager at J.P. Morgan. She has managed the Fund since its inception (February 2023).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary, the intermediary may receive a one-time or continuing payments

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intermediary to recommend the Fund over another investment. You should contact your intermediary to obtain more information about the compensation it may receive in connection with your investment.

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Additional Information Regarding Investment Objectives and Principal Investment Strategies

Except as otherwise stated, references in this section to “the Funds” or “a Fund” may relate to the Fund, one or more Underlying Funds, or both.

Changes to Investment Objectives and Strategies.

Each MassMutual Target Allocation Fund’s and MassMutual RetireSMART by JPMorgan Fund’s investment objective and strategies are non-fundamental and may be changed by the Board of Trustees (the “Trustees”) of the MassMutual Select Funds (the “Trust”) without shareholder approval.

Note Regarding Percentage Limitations.

Credit Ratings.

Duration.

Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s value to changes in interest rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. For example, if interest rates rise by 1%, the value of a debt security with a duration of two

years would be expected to decline 2% and the value of a debt security with a duration of four years would be expected to decline 4%. Unlike the maturity of a debt security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates. Determining duration may involve estimates of future economic parameters, which may vary from actual future values.

Leverage.

Temporary Defensive Positions.

Portfolio Turnover.

Changes are made in a Fund’s portfolio whenever the investment adviser or subadviser believes such changes are desirable. Portfolio turnover rates are generally not a factor in making buy and sell decisions. A high portfolio turnover rate will result in higher costs from brokerage commissions, dealer-mark-ups, bid-ask spreads, and other transaction costs and may also result in a higher percentage of short-term capital gains and a lower percentage of long-term capital gains as compared to a fund that trades less frequently (short-term

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capital gains generally receive less favorable tax treatment in the hands of shareholders than do long-term capital gains). Such costs are not reflected in the Funds’ Total Annual Fund Operating Expenses set forth in the fee tables but do have the effect of reducing a Fund’s investment return.

Non-Principal Investments; Use of Derivatives; Repurchase Agreements.

A Fund may hold investments that are not included in its principal investment strategies. These non-principal investments are described in the SAI or below under “Additional Information Regarding Principal Risks.” A Fund also may choose not to invest in certain securities described in this Prospectus and in the SAI, even though it has the ability to do so. Certain Funds may engage in transactions involving derivatives as part of their principal investment strategies; the disclosures of the principal investment strategies of those Funds include specific references to those derivatives transactions. Any of the other Funds may engage in derivatives transactions not as part of their principal investment strategies, and Funds that may use certain derivatives as part of their principal investment strategies may use other derivatives (not as part of their principal investment strategies), as well. A Fund may use derivatives for hedging purposes, as a substitute for direct investment, to earn additional income, to adjust portfolio characteristics, including duration (interest rate volatility), to gain exposure to securities or markets in which it might not be able to invest directly, to provide asset/liability management, or to take long or short positions on one or more indexes, securities, or foreign currencies. If a Fund takes a short position with respect to a particular index, security, or currency, it will lose money if the index, security, or currency appreciates in value, or an expected credit or other event that might affect the value of the index, security, or currency fails to occur. Losses could be significant. Derivatives transactions may include, but are not limited to, foreign currency exchange transactions, options, futures contracts, interest rate swaps, interest rate futures contracts, forward contracts, total return swaps, credit default swaps, and hybrid instruments. A Fund may use derivatives to create investment leverage. See “Additional Information Regarding Principal Risks,” below, and the SAI for more information regarding those transactions.

A Fund may enter into repurchase agreements, and an Underlying Fund may make loans of portfolio securities to broker-dealers and other financial intermediaries of up to 33⅓% of its total

assets. These transactions must be fully collateralized at all times, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral. A repurchase agreement is a transaction in which a Fund purchases a security from a seller, subject to the obligation of the seller to repurchase that security from the Fund at a higher price. A Fund may enter into repurchase agreements as a non-principal investment strategy.

Foreign Securities.

The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, the Funds and other series of the Trust and series of MassMutual Funds intend to construe geographic terms such as “foreign,” “non-U.S.,” “European,” “Latin American,” “Asian,” and “emerging markets” in the manner that affords to the Funds and other series the greatest flexibility in seeking to achieve the investment objective(s) of the relevant series. Specifically, unless otherwise stated, in circumstances where the investment objective and/or strategy is to invest (a) exclusively in “foreign securities,” “non-U.S. securities,” “European securities,” “Latin American securities,” “Asian securities,” or “emerging markets” (or similar directions) or (b) at least some percentage of the Fund’s or other series assets in foreign securities, etc., the Fund or other series will take the view that a security meets this description so long as the issuer of a security is tied economically to the particular country or geographic region indicated by words of the relevant investment objective and/or strategy (the “Relevant Language”). For these purposes the issuer of a security is deemed to have that tie if:

(ii) the securities are traded principally in the country or region suggested by the Relevant Language; or

(iii) the issuer, during its most recent fiscal year, derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the country or region

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suggested by the Relevant Language or has at least 50% of its assets in that country or region.

In addition, the Funds and other series intend to treat derivative securities (e.g., call options) for this purpose by reference to the underlying security. Conversely, if the investment objective and/or strategy of a series limits the percentage of assets that may be invested in “foreign securities,” etc. or prohibits such investments altogether, a series intends to categorize securities as “foreign,” etc. only if the security possesses all of the attributes described above in clauses (i), (ii), and (iii).

MassMutual RetireSMART by JPMorgan
Funds.

Each MassMutual RetireSMART by JPMorgan Fund invests its assets in a combination of Underlying Funds providing U.S. domestic and international investment exposures. The various MassMutual RetireSMART by JPMorgan Funds differ among themselves primarily due to their asset allocations among these fund types.

Each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name uses an asset allocation strategy designed for investors who plan to retire around the year specified in its name (the target retirement year) and then withdraw their investment in the Fund over time. Each Fund seeks to help investors save for retirement and then, after reaching the target retirement year, withdraw a portion of their investment in the Fund each year until 35 years after the target retirement year, the target maturity year. Each Fund assumes a person will be at or around age 65 at the target retirement year. Each Fund’s asset allocation strategy is designed with two main goals in mind: promoting asset accumulation prior to retirement, during the Fund’s “Savings Phase,” and supporting investors withdrawing their investments in the Fund throughout retirement, during the Fund’s “Spending Phase.” As a result, a Fund’s asset allocation strategy will change over time, generally becoming more conservative as it approaches the target retirement year and then remaining relatively stable afterwards. The asset allocation strategy during the Savings Phase will generally start with a greater emphasis on equity investments and gradually shift to more emphasis on fixed income investments. During the Spending Phase, a Fund will generally have a greater emphasis on fixed income investments.

The MassMutual RetireSMART by JPMorgan In Retirement Fund uses an asset allocation strategy designed for investors who are retired or expect

to retire soon. The Fund’s assets are allocated among Underlying Funds according to an asset allocation strategy that emphasizes fixed income and money market funds, but also includes smaller allocations to equity and certain other funds.

As investors in each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name withdraw their investments in the Fund over time during the Spending Phase, the Fund’s assets are expected to decline over time and approach zero in the target maturity year. As assets decline and approach zero, there may be a point before the target maturity year where MML Advisers can no longer manage the Fund in line with its investment goal. In such a case, it is expected that the Fund would be liquidated or merged into the MassMutual RetireSMART by JPMorgan In Retirement Fund at the discretion of the Trustees, without shareholder approval, at or prior to the target maturity year. Shareholders of each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name will be notified in writing prior to its liquidation or its combination with the MassMutual RetireSMART by JPMorgan In Retirement Fund.

Glide Path.

J.P. Morgan uses a strategic asset allocation strategy for each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name that changes over time as a Fund approaches its target retirement year. This is known as the “glide path.” As a MassMutual RetireSMART by JPMorgan Fund approaches and passes its target retirement year, the investment objective for the Fund shifts from seeking total return to current income and some capital appreciation. It is intended that, by the end of its target retirement year, each Fund’s strategic target allocations will approximate those of the MassMutual RetireSMART by JPMorgan In Retirement Fund.

Each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name is a “to” fund rather than a “through” fund. A “through” target date fund has a longer glide path that goes beyond the retirement year. “Through” funds are designed for investors with longer investment horizons that go 10 to 20 years past their retirement age. These funds are generally more aggressive in their strategic target allocations to equities at retirement than “to” funds, and become more conservative over a longer period of

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time after retirement. A “to” target date fund generally treats the target date as the end point of the glide path. These funds generally reach their most conservative strategic target allocations close to the target retirement date. Each MassMutual RetireSMART by JPMorgan Fund with a specified target retirement year in its name is a “to” target date fund and is designed for investors who are seeking current income and some capital appreciation rather than continuing to seek total return on their retirement date.

Strategic Target Allocations.

J.P. Morgan will periodically assess the Funds’ strategic target allocations, and may make adjustments to them, taking into account various factors, such as current market conditions, assumptions regarding future market performance, time horizon, and data on the savings and spending behavior of investors. Based on J.P. Morgan’s assessment, these adjustments may include modifying the existing allocations among asset classes or, among other things, adding or removing asset classes or maintaining asset allocations for longer or shorter periods of time. As a result of J.P. Morgan’s ability to make these modifications, as well as a Fund moving along its glide path each year, as applicable, a MassMutual RetireSMART by JPMorgan Fund’s actual allocations may differ from the strategic target allocations by as much as +/- 15%. In addition, as J.P. Morgan monitors the risk profile of a Fund in various market environments, it may determine that conditions are not favorable and that deviations beyond +/- 15% are necessary to substantially reduce risk in order to preserve capital.

For those MassMutual RetireSMART by JPMorgan Funds with a specified target retirement year in their name, during the Spending Phase, J.P. Morgan will seek to achieve certain long-term risk and return targets that allow investors to withdraw a portion of their investment in the Fund each year until the target maturity year. In connection with this, J.P. Morgan will produce at the beginning of each year an annual “sample withdrawal amount.” The sample withdrawal amount is a generic hypothetical example that seeks to estimate a percentage of an investor’s investment in the Fund as of the beginning of the year that theoretically could be redeemed by an investor during that year while still allowing for redemptions in future years through the target maturity year. It attempts to balance income needs in the current year against the need for income in the future. Investors may use the sample withdrawal amount

as a consideration in determining how much of their investment to withdraw each year during the Spending Phase. The sample withdrawal amount will be made available in January of each year at https://www.massmutual.com/funds, and by calling 888-309-3539.

J.P. Morgan anticipates that the sample withdrawal amount will increase as a percentage of an investor’s investment over time prior to the target maturity year and that the sample withdrawal amount will be 100% of an investor’s investment in the target maturity year. As a result, a Fund and the sample withdrawal amount will be less useful for those who invest closer to the target maturity year. The sample withdrawal amount is not expected to be level from year to year and instead will likely vary each year. If investors choose in a year to withdraw from a Fund an amount equal to the sample withdrawal amount for that year (or any other amount), they will be redeeming shares and their investment in a Fund will be reduced. Calculation of the sample withdrawal amount assumes the reinvestment of all distributions in additional shares of each Fund. If distributions are not reinvested and an investor nonetheless withdraws annually an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, there will be an increased likelihood that the investor will (i) have insufficient shares for redemption in future years and (ii) exhaust their assets in each Fund prior to the maturity year.

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consider a Fund a complete solution for their investment or retirement income needs or as a guarantee of income through the target maturity year or over any other period. In making a decision about their investments in a Fund in their individual situations, or in assessing the adequacy of estimated distributions that they may receive at any particular time, investors should consider all of their other assets, income, and investments in addition to their investment in a Fund, and should consult their retirement and tax advisers.

recommendation regarding any particular course of conduct in any particular situation or with respect to any particular investor. Instead, it will be presented merely for educational purposes so as to give an indication as to the kinds of approaches that may be possible, and each investor should make an independent decision regarding how to proceed based on their own independent analysis, taking into account whatever independent advice from the investor’s professional adviser, tax adviser, or other third parties that the investor may regard as necessary or appropriate to obtain. There can be no assurance that, even if an investor redeems, in each year during the Spending Phase, shares in an amount equal to the sample withdrawal amount for that year, the assets in the investor’s account will be sufficient to support distributions for the entire period through the target maturity year, and it is possible that the investor’s account in a Fund would be exhausted before then.

The anticipated strategic target allocations between asset classes over the life of a Fund are displayed in the “glide path” below. The table following the glide path is simply the glide path in tabular form.

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Strategic Target Allocations(1)
Years to Target Date	40+	35	30	25	20	15	10	5	0	-5	-10	-20	-35
Equity	94.00%	94.00%	94.00%	94.00%	87.00%	78.00%	65.95%	53.00%	40.00%	40.00%	40.00%	40.00%	40.00%
U.S. Large Cap Equity	46.00%	46.00%	46.00%	46.00%	42.65%	38.25%	32.35%	26.00%	19.60%	19.60%	19.60%	19.60%	19.60%
U.S. Mid Cap Equity	6.60%	6.60%	6.60%	6.60%	6.10%	5.45%	4.60%	3.70%	2.80%	2.80%	2.80%	2.80%	2.80%
U.S. Small Cap Equity	5.65%	5.65%	5.65%	5.65%	5.20%	4.70%	3.95%	3.20%	2.40%	2.40%	2.40%	2.40%	2.40%
REITs	1.90%	1.90%	1.90%	1.90%	1.75%	1.55%	1.30%	1.05%	0.80%	0.80%	0.80%	0.80%	0.80%
International Equity	24.90%	24.90%	24.90%	24.90%	23.05%	21.05%	17.80%	14.30%	11.20%	11.20%	11.20%	11.20%	11.20%
Emerging Markets Equity	8.95%	8.95%	8.95%	8.95%	8.25%	7.00%	5.95%	4.75%	3.20%	3.20%	3.20%	3.20%	3.20%
Fixed Income	6.00%	6.00%	6.00%	6.00%	13.00%	22.00%	34.05%	47.00%	55.00%	55.00%	55.00%	55.00%	55.00%
U.S. Fixed Income	4.80%	4.80%	4.80%	4.80%	10.40%	17.60%	27.20%	34.60%	36.50%	36.50%	36.50%	36.50%	36.50%
Inflation Managed	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	3.00%	7.50%	7.50%	7.50%	7.50%	7.50%
High Yield Fixed Income	0.85%	0.85%	0.85%	0.85%	2.20%	3.75%	5.80%	8.00%	9.35%	9.35%	9.35%	9.35%	9.35%
Emerging Markets Debt	0.35%	0.35%	0.35%	0.35%	0.40%	0.65%	1.05%	1.40%	1.65%	1.65%	1.65%	1.65%	1.65%
Money Market/Cash and Cash Equivalents	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	5.00%	5.00%	5.00%	5.00%	5.00%
Money Market/Cash and Cash Equivalents	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	5.00%	5.00%	5.00%	5.00%	5.00%

(1)

The Fund utilizes Underlying Funds to implement its strategic target allocations.

Note: Above allocations may not sum up to 100% due to rounding.

The following table lists the approximate allocation, as of January 11, 2023, for each of the MassMutual RetireSMART by JPMorgan Funds (other than the MassMutual RetireSMART by JPMorgan 2065 Fund) and the expected approximate allocation, as of February 1, 2023, for the MassMutual RetireSMART by JPMorgan 2065 Fund, to Underlying Funds in which a MassMutual RetireSMART by JPMorgan Fund invests 5% or more of its assets. Other Underlying Funds in which the MassMutual RetireSMART by JPMorgan Funds invest are listed below the table. MML Advisers may in its absolute discretion modify the selection of Underlying Funds at any time and from time to time, and may invest the Funds’ assets in additional or different Underlying Funds, including Funds that may be created in

the future. Information regarding the Funds’ actual allocations to Underlying Funds is available in the Funds’ shareholder reports and at https://www.massmutual.com/funds from time to time. A brief description of the Underlying Funds is provided in the SAI in the section titled “Appendix D — Description of Underlying Funds.” Appendix D lists the Underlying Funds by sub-asset class. Each of the MassMutual RetireSMART by JPMorgan Funds may invest up to the full amount of a sub-asset class allocation in any one or more of the Underlying Funds listed on Appendix D for that sub-asset class. More detailed information about each Underlying Fund is available in each Underlying Fund’s prospectus.

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Investment Option	In Retirement Fund	2020 Fund	2025 Fund	2030 Fund	2035 Fund	2040 Fund	2045 Fund	2050 Fund	2055 Fund	2060 Fund	2065 Fund
MassMutual Equity Opportunities Fund	2.87%	2.88%	3.71%	4.71%	3.52%	3.97%	5.93%	6.06%	6.06%	5.96%	6.86%
MM Equity Asset Fund	9.06%	9.05%	11.70%	14.83%	17.76%	20.08%	20.19%	20.46%	20.47%	20.58%	20.00%
MassMutual Blue Chip Growth Fund	1.84%	1.84%	2.37%	3.01%	5.41%	6.11%	6.65%	6.76%	6.76%	6.76%	6.72%
MassMutual Overseas Fund	3.19%	3.18%	4.12%	5.22%	7.21%	8.37%	9.13%	9.26%	9.27%	9.27%	9.82%
MassMutual International Equity Fund	1.77%	1.78%	2.27%	2.91%	4.37%	5.06%	5.50%	5.60%	5.60%	5.62%	6.14%
Vanguard Developed Markets Index Fund	4.05%	4.05%	5.20%	6.63%	6.18%	7.17%	7.83%	7.92%	7.91%	7.88%	8.59%
JPMorgan Emerging Markets Research Enhanced Equity Fund	1.04%	1.05%	1.75%	2.30%	5.18%	5.74%	6.29%	6.41%	6.40%	6.41%	4.91%
MassMutual Core Bond Fund	20.42%	20.42%	19.05%	15.24%	4.35%	2.33%	1.16%	0.94%	0.94%	0.94%	0.96%
Vanguard Total Bond Market Index Fund	5.14%	5.14%	4.78%	3.83%	1.09%	0.58%	0.29%	0.24%	0.24%	0.23%	0.24%
MassMutual Total Return Bond Fund	6.89%	6.89%	6.43%	5.14%	7.40%	4.37%	2.18%	1.77%	1.77%	1.77%	1.80%
MassMutual Strategic Bond Fund	6.92%	6.92%	6.46%	5.17%	7.43%	4.40%	2.19%	1.78%	1.78%	1.78%	1.80%
MassMutual Inflation-Protected and Income Fund	7.39%	7.39%	3.83%	0.59%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
MassMutual High Yield Fund	5.28%	5.28%	5.14%	4.37%	2.67%	2.05%	1.03%	0.84%	0.84%	0.85%	0.85%
JPMorgan U.S. Government Money Market Fund	12.60%	12.60%	7.54%	5.96%	5.21%	3.86%	3.85%	3.85%	3.85%	3.85%	4.00%

Other Underlying Funds in which the MassMutual RetireSMART by JPMorgan Funds invest as of January 11, 2023, or expect to invest as of February 1, 2023, as applicable, include: MassMutual Fundamental Value Fund, MassMutual Diversified Value Fund, MassMutual Growth Opportunities Fund, JPMorgan Large Cap Value Fund, MassMutual Mid Cap Value Fund, Vanguard Mid-Cap Index Fund, MassMutual Mid Cap Growth Fund, MassMutual Small Cap Value Equity Fund, Vanguard Small-Cap Index Fund,

MassMutual Small Cap Growth Equity Fund, Vanguard Real Estate Index Fund, MassMutual Strategic Emerging Markets Fund, MassMutual Global Floating Rate Fund, and JPMorgan

Emerging Markets Debt Fund.Each MassMutual

RetireSMART by JPMorgan Fund will bear a pro rata share of its Underlying Funds’ expenses. Each MassMutual RetireSMART by JPMorgan Fund also bears all of the risks associated with the investment strategies used by its Underlying Funds.

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Disclosure of Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ SAI.

Additional Information Regarding Principal Risks

The value of your investment in a Fund changes with the values of the investments in the Fund’s portfolio. Many things can affect those values. Factors that may have an important or significant effect on a particular Fund’s portfolio as a whole are called “Principal Risks.” The Principal Risks of each Fund are identified in the foregoing Fund Summaries and are described in this section. Certain Funds may be more susceptible to some risks than others. Although the Funds strive to reach their stated goals, they cannot offer guaranteed results. The value of your investment in a Fund could go down as well as up. You can lose money by investing in the Funds. Except as otherwise stated, references in this section to “the Funds” or “a Fund” may relate to the Fund, one or more Underlying Funds, or both.

The SAI contains further information about the Funds, their investments, and their related risks.

•

Allocation Risk

There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of a MassMutual Target Allocation Fund’s or MassMutual RetireSMART by JPMorgan Fund’s assets be invested in mutual funds advised by MML Advisers, J.P. Morgan, or affiliates of J.P. Morgan, as applicable, as noted in each Fund’s “Principal Investment Strategies” may adversely affect Fund performance.

•

Bank Loans Risk

Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities, although bank loans are typically (though not always)

senior and secured, while below investment grade debt securities or investments are often subordinated and unsecured. Senior loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. The value of any collateral securing a bank loan may decline after a Fund invests, and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. In addition, some loans may be unsecured. Unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. In some cases, the Fund may rely on a third party to administer its interest in a loan, and so is subject to the risk that the third party will be unwilling or unable to perform its obligations. The Fund may invest in a loan by purchasing an indirect interest in the loan held by a third party. In that case, the Fund will be subject to both the credit risk of the borrower and of the third party, and the Fund may be unable to realize some or all of the value of its interest in the loan in the event of the insolvency of the third party. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of

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readily at what the Fund believes to be a fair price. Some bank loans may be illiquid, and bank loans generally tend to be less liquid than many other debt securities. The lack of a liquid secondary market may make it more difficult for the Fund to assign a value to such instruments for purposes of valuing the Fund’s portfolio and calculating its net asset value (“NAV”). Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

•

Below Investment Grade Debt Securities Risk

Below investment grade debt securities, which are also known as “junk” or “high yield” bonds, and comparable unrated securities in which a Fund may invest, have speculative characteristics, and changes in economic conditions, the financial condition of the issuer, and/or an unanticipated rise in interest rates or other circumstances are more likely to lead to a weakened capacity to make principal and interest payment than in the case of higher grade securities. Below investment grade debt securities involve greater volatility of price and yield and greater risk of loss of principal and interest than do higher quality securities. In the past, economic downturns or increases in interest rates have, under certain circumstances, resulted in a higher incidence of default by the issuers of these instruments and are likely to do so in the future, especially in the case of highly leveraged issuers. The prices for these instruments may be affected by legislative and regulatory developments. Some below investment grade debt securities are issued in connection with management buy-outs and other highly leveraged transactions, and may entail substantial risk of delays in payments of principal or interest or of defaults. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values the Fund has placed on such securities. In the absence of a liquid trading market for securities held by it, a Fund at times may be unable to establish the fair value of such securities. To the extent a Fund invests in securities in the lower rating categories, the

achievement of the Fund’s goals is more dependent on the Fund investment adviser’s or subadviser’s investment analysis than would be the case if the Fund were investing in securities in the higher rating categories. Securities that are rated CCC or below by Standard & Poor’s or Caa or below by Moody’s Investors Service, Inc. are generally regarded by the rating agencies as having extremely poor prospects of ever attaining any real investment standing.

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Cash Position Risk

•

China Investment Risk

Investments in China (including Chinese companies listed on U.S. and Hong Kong exchanges), Hong Kong, and Taiwan, involve certain risks and considerations not typically associated with investments in U.S. companies, including, among others, greater government control over the economy, political and legal uncertainty, currency fluctuations or blockages, the risk that the Chinese government may decide not to continue to support economic reform programs, the risk of nationalization or expropriation of assets, more frequent trading suspensions and government interventions, limits on the use of brokers and on foreign ownership, higher dependence on exports and international trade, potential for increased trade tariffs, embargoes and other trade limitations, and custody risks associated with programs used to access Chinese securities. Additionally, the securities markets of China, Hong Kong, and Taiwan are emerging markets subject to the special risks applicable to emerging market countries. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in

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response to market volatility and other events. U.S. sanctions or other investment restrictions could preclude a Fund from investing in certain Chinese issuers or cause a Fund to sell investments at a disadvantageous time.

The Chinese economy is generally considered an emerging and volatile market. Although China has experienced a relatively stable political environment in recent years, there is no guarantee that such stability will be maintained in the future. Political, regulatory, and diplomatic events, such as the U.S.-China “trade war” that intensified in 2018, could have an adverse effect on the Chinese, Taiwanese, or Hong Kong economies and on investments made through China Connect programs. In addition, if China were to exert its authority so as to alter the economic, political, or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on a Fund’s investments. Similarly, although the relationship between China and Taiwan has been improving, there is the potential for future political or economic disturbances between China and Taiwan that may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

•

Cayman Subsidiary Risk

An Underlying Fund may have a wholly-owned subsidiary formed in the Cayman Islands in which it invests (a “Cayman Subsidiary”). Such an Underlying Fund will be indirectly exposed to the risks associated with the Cayman Subsidiary’s investments. A Cayman Subsidiary is not registered under the Investment Company Act of 1940, as amended (“1940 Act”), and is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in an increase in expenses and could adversely affect the Underlying Fund. For example, the Cayman Islands does not currently impose any income, corporate, or capital gains tax, estate duty, inheritance tax, gift tax, or withholding tax on a Cayman Subsidiary. If Cayman Islands law changes such that a Cayman Subsidiary must pay Cayman Islands

taxes, the Underlying Fund’s shareholders would likely experience decreased investment returns. In addition, changes in law, or interpretations of existing law, including tax law and the regulation of entities that invest in commodity interests, may limit the ability of the Underlying Fund to invest in the Cayman Subsidiary and may limit the ability of the Cayman Subsidiary to invest as actively or as broadly as it might otherwise, and/or increase expenses.

•

Commodities-Related Investments Risk

Commodity prices (including precious metals) can be extremely volatile and exposure to commodities can cause the NAV of the Fund’s shares to decline or fluctuate in a rapid and unpredictable manner. The values of physical commodities or commodity-linked derivative investments may be affected by changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing demographics, international economic, political and regulatory developments, or factors affecting a particular region, industry, or commodity, such as drought, floods, weather, embargoes, tariffs, and international economic, political, and regulatory developments. The price of a commodity may be affected by demand/supply imbalances in the market for the commodity. Also, a liquid secondary market may not exist for certain commodity investments, which may make it difficult for the Fund to sell them at a desirable price or the price at which it is carrying them. A Fund’s investments in commodities and commodity-related instruments may bear on or be limited by the Fund’s intention or ability to qualify as a “regulated investment company” for U.S. federal income tax purposes. See “Taxation and Distributions” below.

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Convertible Securities Risk

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underlying equity security, the credit quality of the issuer, and interest rates. Due to the conversion feature, convertible debt securities generally yield less than non-convertible securities of similar credit quality and maturity. The values of convertible securities may be interest-rate sensitive and tend to decline as interest rates rise and to rise when interest rates fall. A Fund may invest at times in securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into stock at a specified date and conversion ratio, or that are convertible at the option of the issuer. When conversion is not at the option of the holder, a Fund may be required to convert the security into the underlying stock even at times when the value of the underlying common stock has declined substantially or it would otherwise be disadvantageous to do so.

•

Credit Risk

securities. If a security held by the Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the investment adviser or subadviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages may affect the values of those securities.

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Currency Risk

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currency transactions in order to protect against fluctuations in the values of holdings denominated in or exposed to other currencies, or, for certain Funds, to generate additional returns. Derivatives transactions providing exposure to foreign currencies may create investment leverage. A Fund’s investment in foreign currencies may increase the amount of ordinary income recognized by the Fund.

•

Cyber Security and Technology Risk

the effect of disabling or hindering the Funds’ operations or the operations of a service provider to the Funds. There are inherent limitations in business continuity plans and technology systems designed to prevent cyber-attacks and avoid operational incidents, including the possibility that certain risks have not been identified. The Funds’ investment adviser does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Funds’ investment adviser or the Funds, each of whom could be negatively impacted as a result. Similar risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such securities to lose value.

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Defaulted and Distressed Securities Risk

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Derivatives Risk

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exposures, currency exchange rates, commodities, related indexes, or other assets. The use of derivative instruments may involve risks different from, or greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives can be highly volatile and are subject to a number of potential risks described in this Prospectus, including market risk, credit risk, management risk, liquidity risk, and leveraging risk. Derivative products are highly specialized instruments that may require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument or index but also of the derivative itself, often without the benefit of observing the performance of the derivative under all possible market conditions. (For example, successful use of a credit default swap may require, among other things, an understanding of both the credit of the company to which it relates and of the way the swap is likely to respond to changes in various market conditions and to factors specifically affecting the company.) The use of derivatives involves the risk that a loss may be sustained as a result of the failure of another party to the contract (typically referred to as a “counterparty”) to make required payments or otherwise to comply with the contract’s terms. Derivative transactions can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Since the values of derivatives are calculated and derived from the values of other assets, reference rates, or indexes, there is greater risk that derivatives will be improperly valued. Derivatives also involve the risk that changes in the value of a derivative may not correlate perfectly with changes in the value of its underlying asset, rate, or index, and the risk that a derivative transaction may not have the effect or benefit the Fund’s investment adviser or subadviser anticipated. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions when that would be beneficial. A liquid secondary market may not always exist for a Fund’s derivative positions at any time. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case

with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price or at all. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility.

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could suffer. The risk of loss could be far greater than the investment made because a futures contract requires only a small deposit to take a large position. A small change in a futures contract could have a substantial impact on a Fund, favorable or unfavorable. An investor could also suffer losses if it is unable to close out a futures contract because of an illiquid market. Futures are subject to the creditworthiness of the futures commission merchants or brokers and clearing organizations involved in the transactions. In the event of the insolvency of its futures commission merchant or broker, a Fund may be delayed or prevented from recovering some or all of the margin it has deposited with the merchant or broker, or any increase in the value of its futures positions held through that merchant or broker.

•

Dollar Roll and Reverse Repurchase Agreement Transaction Risk

In a dollar roll transaction, a Fund sells mortgage-backed securities for delivery to the buyer in the current month and simultaneously contracts to purchase similar securities on a specified future date from the same party. In a reverse repurchase agreement transaction, a Fund sells securities to a bank or securities dealer and agrees to repurchase them at an agreed time and price; a reverse repurchase agreement is similar to a secured borrowing by a Fund. Both types of transactions generally create leverage. It may be difficult or impossible for a Fund to exercise its rights under a dollar roll transaction or reverse repurchase agreement in the event of the insolvency or bankruptcy of the counterparty, and the Fund may not be able to purchase the securities or other assets subject to the transaction and may be required to return any collateral it holds.

•

Emerging Markets Risk

expropriation or confiscatory taxation, seizure, nationalization, or the creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in those currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Although many of the emerging market securities in which a Fund may invest are traded on securities exchanges, they may trade in limited volume, and the exchanges may not provide all of the conveniences or protections provided by securities exchanges in more developed markets.

Additional risks of emerging market securities may include greater social, economic, and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; greater custody and operational risks; unavailability of currency hedging techniques; less stringent investor protection and disclosure standards; less reliable settlement practices; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability or unreliability of material information about issuers or instruments; less developed legal, regulatory, and accounting systems; and greater environmental risk. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than transactions settled in the United States, in part because a Fund will need to use brokers and counterparties that

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are less well capitalized, and custody and registration of assets in some countries may be unreliable compared to more developed countries. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending settlement, or be delayed in disposing of a portfolio security. It may be more difficult to obtain and/or enforce a judgment in a court outside the U.S., and a judgment against a foreign government may be unenforceable.

•

Equity Securities Risk

•

ESG Considerations Risk

Fund’s investment adviser or subadviser may not consider ESG factors for every investment the Fund makes, particularly, for example, in cases where ESG-related data for a potential investment is unavailable. The Fund may underperform other funds that do not assess an issuer’s ESG factors or that use a different methodology to identify and/or incorporate ESG factors. Information used by the Fund to evaluate such factors may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic. There is no guarantee that the evaluation of ESG considerations will be additive to the Fund’s performance.

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Fixed Income Securities Risk

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•

Foreign Investment Risk

blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Economic or other sanctions imposed on a foreign country or issuer by the U.S., or on the U.S. by a foreign country, could impair a Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, a Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of a Fund (or clients of a Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies.

Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the United States. The securities of some non-U.S. companies are less liquid and at times more volatile than securities of comparable U.S. companies. Non-U.S. transaction costs, such as brokerage commissions and custody costs may be higher than in the United States. In addition, foreign markets can perform differently from U.S. markets and can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

The willingness and ability of foreign governmental entities to pay principal and

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interest on government securities depends on various economic factors, including for example the issuer’s balance of payments, overall debt level, and cash-flow considerations related to the availability of tax or other revenues to satisfy the issuer’s obligations. If a foreign governmental entity defaults on its obligations on the securities, a Fund may have limited recourse available to it. The laws of some foreign countries may limit a Fund’s ability to invest in securities of certain issuers located in those countries. Special tax considerations apply to a Fund’s investments in foreign securities. A Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the amount, timing, or character of the Fund’s distributions.

A Fund may invest in foreign securities known as depositary receipts, in the form of American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), or other similar securities. An ADR is a U.S. dollar-denominated security issued by a U.S. bank or trust company that represents, and may be converted into, a foreign security. An EDR or a GDR is generally similar but is issued by a non-U.S. bank. Depositary receipts are subject to the same risks as direct investment in foreign securities. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted, and changes in currency exchange rates may affect the value of an ADR investment in ways different from direct investments in foreign securities. Funds may invest in both sponsored and unsponsored depositary receipts. Unsponsored depositary receipts are organized independently and without the cooperation of the issuer of the underlying securities. As a result, available information concerning the issuers may not be as current for unsponsored depositary receipts and the prices of unsponsored depositary receipts may be more volatile than if such instruments were sponsored by the issuer. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities. A Fund

may therefore receive less timely information or have less control than if it invested directly in the foreign issuer. An investment in an ADR is subject to the credit risk of the issuer of the ADR.

•

Frequent Trading/Portfolio Turnover Risk

•

Geographic Focus Risk

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Growth Company Risk

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which could cause steep and/or volatile price swings. Also, since investors buy these stocks because of their expected superior earnings growth, earnings disappointments often result in sharp price declines.

•

Hedging Risk

•

Index Funds Risk

Certain Underlying Funds may attempt to track the performance of a specified index. Therefore, securities may be purchased, retained, and sold by the Underlying Fund at times when an actively managed fund would not do so. The structure and composition of the index will affect the performance, volatility, and risk of the index and, consequently, the performance, volatility, and risk of the Underlying Fund. While the investment adviser or subadviser seeks to track the performance of the index (i.e., achieve a high degree of correlation with the index), the Underlying Fund’s return may not match the return of the index. The Underlying Fund incurs a number of operating expenses not applicable to the index, and may incur costs in buying and selling securities. In addition, the Underlying Fund may not be fully invested at times, generally as a result of cash flows into or out of the Underlying Fund or reserves of cash held by the Underlying Fund to meet redemptions.

•

Inflation Risk

distributions. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors. The market prices of debt securities generally fall as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically accompanied long-term inflationary trends.

•

Inflation-Linked Securities Risk

Inflation-linked securities are typically fixed income securities whose principal values are periodically adjusted according to a measure of inflation. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors. If the index measuring inflation falls, the principal value of an inflation-linked security will be adjusted downward, and consequently the interest payable on the security (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original principal of the security upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-linked securities. For securities that do not provide a similar guarantee, the adjusted principal value of the security repaid at maturity may be less than the original principal.

Alternatively, the interest rates payable on certain inflation-linked securities may be adjusted according to a measure of inflation. As a result, the principal values of such securities do not adjust according to the rate of inflation, although the interest payable on such securities may decline during times of falling inflation.

The values of inflation-linked securities are expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest

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rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-linked securities. Inflation-linked securities may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-linked security will be treated as interest income currently subject to tax at ordinary income rates even though investors will not receive repayment of principal until maturity. If a Fund invests in such securities, it will be required to distribute such interest income in order to qualify for treatment as a regulated investment company and eliminate the Fund-level tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be advantageous to do so in order to make such distributions.

•

Large Company Risk

•

LIBOR Risk

have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Various financial industry groups have been planning for transition away from LIBOR, but there are obstacles to converting certain instruments to new reference rates. Markets are developing but questions around liquidity in these rates and how to appropriately adjust these rates to mitigate any economic value transfer at the time of transition remain a significant concern. It is difficult to predict the full impact of the transition away from LIBOR on a Fund. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, particularly insofar as the documentation governing such instruments does not include “fall back” provisions addressing the transition from LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by a Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.

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Liquidity Risk

Market values for illiquid securities may not be readily available, and there can be no assurance that any fair value assigned to an illiquid security at any time will accurately

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reflect the price a Fund might receive upon the sale of that security. It is possible that, during periods of extreme market volatility or unusually high and unanticipated levels of redemptions or in the case of a liquidation of a Fund, a Fund may be forced to sell large amounts of securities or terminate outstanding transactions at a price or time that is not advantageous in order to meet redemptions or other cash needs or to pay liquidation proceeds. In such a case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities or terminate the transactions in more orderly transactions, and the sale price may be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Fund’s NAV. To the extent a Fund holds illiquid securities, it may be more likely to pay redemption proceeds in kind.

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Management Risk

•

Market Risk

sectors, or issuers. The values of a Fund’s investments may decline as a result of a number of such factors, including actual or perceived changes in general economic and market conditions, industry, political, regulatory, geopolitical, public health, and other developments, including the imposition of tariffs or other protectionist actions, changes in interest rates, currency rates, or other rates of exchange, and changes in economic and competitive industry conditions. Likewise, terrorism, war, natural and environmental disasters, and epidemics or pandemics may be highly disruptive to economies and markets. For example, the global pandemic outbreak of the novel coronavirus known as COVID-19 and efforts to contain its spread have produced, and will likely continue to produce, substantial market volatility, severe market dislocations and liquidity constraints in many markets, exchange trading suspensions and closures, higher default rates, and global business disruption, and they may result in future significant adverse effects. Such factors, and the effects of other infectious illness outbreaks, epidemics, or pandemics, may have a significant adverse effect on a Fund’s performance and have the potential to impair the ability of a Fund’s investment adviser, subadviser, or other service providers to serve the Fund and could lead to disruptions that negatively impact the Fund. Different parts of the market and different types of securities can react differently to these conditions. The possibility that security prices in general will decline over short or even extended periods subjects a Fund to unpredictable declines in the value of its shares, as well as potentially extended periods of poor performance. In addition, the increasing popularity of passive index-based investing may have the potential to increase security price correlations and volatility. As passive strategies generally buy or sell securities based simply on inclusion and representation in an index, securities’ prices will have an increasing tendency to rise or fall based on whether money is flowing into or out of passive strategies rather than based on an analysis of the prospects and valuation of individual securities. This may result in increased market volatility as more money is invested through passive strategies.

Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the securities in which a Fund

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invests or the issuers of such securities in ways that are unforeseeable. The uncertainty surrounding the sovereign debt of a significant number of European Union countries, as well as the status of the Euro, the European Monetary Union, and the European Union itself, has disrupted and may continue to disrupt markets in the U.S. and around the world. The risks associated with investments in Europe may be heightened due to the United Kingdom’s exit from the European Union on January 31, 2020. An agreement between the United Kingdom and the European Union governing their future trade relationship became effective on January 1, 2021. Significant uncertainty remains in the market regarding the ramifications of that development and the arrangements that will apply to the United Kingdom’s relationship with the European Union and other countries following its withdrawal; the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. There is the potential for decreased trade, capital outflows from the United Kingdom, devaluation of the pound sterling, decreased business and consumer spending and decreased foreign investment in the United Kingdom, and negative effects on the value of a Fund’s investments and/or on a Fund’s ability to enter into certain transactions or value certain investments. If one or more additional countries leave the European Union, or the European Union partially or completely dissolves, the world’s economies and securities markets may be significantly disrupted and adversely affected. Legislation or regulation also may change the way in which a Fund, the investment adviser, or subadviser is regulated. Such legislation, regulation, or other government action could limit or preclude a Fund’s ability to achieve its investment objective and affect the Fund’s performance.

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Maturity Date and Redemption Risk

For each of the MassMutual RetireSMART by JPMorgan Funds with a specified target retirement year in its name, even if all shareholders limit their withdrawals from the Fund to the sample withdrawal amounts provided by J.P. Morgan from time to time, there can be no assurance that the Fund will have sufficient assets to make distributions to shareholders throughout the entire Spending Phase. A Fund’s assets will decline over time and reach zero on or before the maturity date. If a Fund’s assets decline more rapidly than anticipated, the Fund may have insufficient assets to make payments to shareholders at previously anticipated levels throughout the entire Spending Phase. As a Fund’s assets decline and approach zero, the Fund might be liquidated, if for example MML Advisers were to determine that the Fund can no longer be managed consistent with its investment objective. In addition, as assets in a Fund decline, Fund expenses will be spread over a smaller asset base, potentially causing an increase in the Fund’s expense ratio. In order to accommodate investors redeeming shares, a Fund may sell securities at times when it would not otherwise do so, which may adversely affect the Fund’s performance. These transactions may result in higher portfolio turnover, accelerate the realization of taxable income if sales of securities result in capital gains or other income, and increase transaction costs. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate. It is possible for a Fund to suffer substantial investment losses and simultaneously experience additional asset reductions as a result of shareholders redeeming shares.

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Mortgage- and Asset-Backed Securities Risk

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mortgage loans, the underlying assets may include such items as motor vehicle installment sale or installment loan contracts, leases of various types of real and personal property, receivables from credit card agreements, and student loan payments. Asset-backed securities also may be backed by pools of corporate or sovereign bonds, loans made to corporations, or a combination of these bonds and loans, commonly referred to as “collateralized debt obligations,” including collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”). The assets backing collateralized debt obligations may consist in part or entirely of high risk, below investment grade debt obligations (or comparable unrated obligations). In the case of CBOs and certain other collateralized debt obligations, those may include, by way of example, high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities, and emerging market debt. In the case of CLOs, they may include, among other things, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, any or all of which may be rated below investment grade or may be comparable unrated obligations.

which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates.) Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. In addition to interest rate risk (as described under “Interest Rate Risk”), investments in mortgage-backed securities composed of subprime mortgages and investments in CDOs and CLOs backed by pools of high-risk, below investment grade debt securities may be subject to a higher degree of credit risk, valuation risk, and liquidity risk (as described under “Credit Risk,” “Valuation Risk,” and “Liquidity Risk”). During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans, sales contracts, receivables, and other obligations underlying mortgage-related and other asset-backed securities. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

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the rate of principal payments on the underlying assets. IOs tend to decrease in value if interest rates decline and rates of repayment (including prepayment) on the underlying mortgages or assets increase; it is possible that the Fund may lose the entire amount of its investment in an IO due to a decrease in interest rates. Conversely, POs tend to decrease in value if interest rates rise and rates of repayment decrease. Moreover, the market for IOs and POs may be volatile and limited, which may make them difficult for the Fund to buy or sell. The values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the benefits of the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults.

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Preferred Stock Risk

Like other equity securities, preferred stock is subject to the risk that its value may decrease based on actual or perceived changes in the business or financial condition of the issuer. In addition, if interest rates rise, the dividends on preferred stocks may be less attractive, causing the prices of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions or call/redemption provisions that can negatively affect its value. In addition, in the event of liquidation of a corporation’s assets, the rights of preferred stock generally are subordinate to the rights associated with a corporation’s debt securities.

Preferred stocks are also subject to additional risks, such as potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.

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Quantitative Models Risk

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Real Estate Risk; REIT Risk

Investments in real estate are subject to a number of risks, including losses from casualty, condemnation or natural disasters, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, environmental regulations and other governmental action, regulatory limitations on rents, property taxes, and operating expenses. An investment in a REIT may be subject to risks similar to those associated with direct ownership of real estate, and may be subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for favorable tax treatment under the Code, and to the risk of general declines in stock prices. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. A “mortgage” REIT that invests most or all of its assets in mortgages will be subject to many of the risks described above in respect of mortgage-backed securities. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. As a shareholder in a REIT a Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses. Real estate-related investments may entail leverage and may be highly volatile. The

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securities of small real-estate issuers can be more volatile and less liquid than securities of larger issuers and their issuers can have more limited financial resources.

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Redemptions by Significant Investors

A Fund may be an investment option for investors who may make substantial investments in the Fund. As a result, from time to time, a Fund may experience a relatively large redemption and could be required to liquidate assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline. Similarly, large Fund share purchases may adversely affect a Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, or if the Fund is unable to invest the cash in portfolio securities that it considers as desirable as the Fund’s portfolio securities.

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Repurchase Agreement Risk

•

Risk of Investment in other Funds or Pools

pool at a disadvantageous time. Private investment pools in which the Funds may invest are not registered under the 1940 Act, and so will not offer all of the protections provided by the 1940 Act (including, among other things, independent oversight, protections against certain conflicts of interest, and custodial risks). A Fund is exposed indirectly to all of the risks applicable to any other investment company or pool in which it invests, including that the investment company or pool will not perform as expected. Investments in other investment companies or private pools may be illiquid, may be leveraged, and may be highly volatile.

Investing in other investment companies or private investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or affiliates of the investment adviser or subadviser, as applicable, involves potential conflicts of interest. For example, the investment adviser or subadviser, as applicable, or their affiliates may receive fees based on the amount of assets invested in such other investment vehicles, which fees may be higher than the fees the investment adviser or subadviser, as applicable, receives for managing the investing Fund. Investment by a Fund in those other vehicles may be beneficial in the management of those other vehicles, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the investment adviser or subadviser, as applicable, will have an incentive to invest a portion of a Fund’s assets in investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates in lieu of investments by the Fund directly in portfolio securities, and will have an incentive to invest in such investment vehicles over non-affiliated investment companies to ensure an appropriate level of revenue to such investment adviser or subadviser, as applicable, or their affiliates. The investment adviser or subadviser, as applicable, will have no obligation to select the least expensive or best performing funds available to serve as an underlying investment vehicle. Similarly, the investment adviser or subadviser, as applicable, will have an incentive to delay or decide against the sale of interests held by the Fund in investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates.

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ETFs are subject to many of the same risks applicable to investments in mutual funds generally, including that an ETF will not perform as anticipated, that a Fund will bear its proportionate share of the ETF’s fees and expenses, and that the ETF will lose money. ETFs are also subject to additional risks, including, among others, the risk that the market price of an ETF’s shares may trade above or below its NAV, the risk that an active trading market for an ETF’s shares may not develop or be maintained, the risk that trading of an ETF’s shares may be halted, and the risk that the ETF’s shares may be delisted from the listing exchange. Some ETFs engage in derivatives strategies and use leverage, and as a result their values can be highly volatile. It is possible that an ETF’s performance will diverge from the performance of any index or indexes it seeks to replicate. Because shares of ETFs may be actively traded, their values may be affected in unanticipated ways by the effects of supply and demand in the market for shares of ETFs, activities of short sellers, or unusual speculative activity in their shares. Some ETFs may experience periods of reduced liquidity due to restrictions on trading activity or due to a general lack of investor interest in the asset class represented by the ETF. Unlike shares of a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a price based on NAV, shares of an ETF may be purchased or redeemed directly from the ETF solely by Authorized Participants (“APs”) and only in aggregations of a specified number of shares (“Creation Units”). ETFs may have a limited number of financial institutions that act as APs. To the extent that those APs exit the business, or are unable to or choose not to process creation and/or redemption orders for Creation Units, and no other AP steps forward to create and redeem ETF shares, the ETF’s shares may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting.

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Sample Withdrawal Amount Risk

For each of the MassMutual RetireSMART by JPMorgan Funds with a specified target retirement year in its name, the Spending Phase of the Fund is designed for investors in retirement who intend to spend down their holdings in the Fund. There is no guarantee that a Fund will provide sufficient retirement

income during the Spending Phase, or that an investor’s account in the Fund will not be exhausted prior to the target maturity year. The sample withdrawal amount for any given year may be zero in order to preserve capital and you may lose money invested in a Fund. You should not rely on the sample withdrawal amount in determining your retirement income needs. Prior to investing in a Fund, you should be aware of the following:

The value of your investment in a Fund will likely decline during the Spending Phase. If you choose to redeem shares in accordance with the sample withdrawal amount (or any other amount) and a Fund outperforms after you have redeemed shares, you will not participate in the appreciation of assets on the amount you redeemed. The long-term risk and return target of a Fund in any given year, including any income and gain from investments earned by the Fund, is not designed to provide an investment return equal to or greater than the sample withdrawal amount for such year.

J.P. Morgan will seek to manage the overall volatility of a Fund during the Spending Phase, but it may not be successful in doing so, and the Fund’s risk profile may be more or less aggressive from year to year. Your risk tolerance may change over time, and J.P. Morgan may change a Fund’s long-term risk and return target, including, but not limited to, in response to market events. For example, to the extent that market performance leads a Fund to underperform (outperform) the long term risk and return target for a given year, it may lead to a decrease (increase) in the sample withdrawal amount or an increase (decrease) in the long term risk and return target in subsequent years. It is important that you re-evaluate your investment in a Fund periodically.

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The sample withdrawal amount calculation assumes the reinvestment of distributions in additional shares of a Fund. As a result, if you do not reinvest distributions and you withdraw from a Fund in any year an amount equal to the sample withdrawal amount without adjusting for distributions not reinvested, you will increase the likelihood that the value of your investment in a Fund will be exhausted prior to the target maturity year.

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Sector Risk

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Short Sales Risk

If a Fund sells a security short, it will make money if the security’s price goes down (in an amount greater than any transaction costs) and will lose money if the security’s price goes up. There is no limit on the amount of money a Fund may lose on a short sale. A Fund may not be able to close out a short sale when it might wish to do so, or may only do so at an unfavorable price. Short sales can involve leverage. When the Fund engages in a short sale, it typically borrows the security sold short. The Fund will ordinarily have to pay a fee or premium to borrow the security and will be obligated to repay to the lender of the security any dividends or interest that accrue on the security during the period of the loan. If the Fund invests the proceeds from short positions in other securities the Fund could lose money both on the short positions and on the securities in which it has invested the short proceeds.

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Small and Mid-Cap Company Risk

Small and medium-sized companies may have limited product lines, markets, or financial

resources or they may depend on a few key employees. Such companies may have been recently organized and have little or no track record of success. Also, a Fund’s investment adviser or subadviser may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. Market risk and liquidity risk are particularly pronounced for stocks of small and medium-sized companies. The securities of small and medium-sized companies may trade less frequently and in smaller volume than more widely held securities. The prices of these securities may fluctuate more sharply than those of other securities, and a Fund may experience some difficulty in establishing or closing out positions in these securities at prevailing market prices. There may be less publicly available information about the issuers of these securities or less market interest in such securities than in the case of larger companies, both of which can cause significant price volatility. Some securities of small and medium-sized issuers may be illiquid or may be restricted as to resale.

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Sovereign Debt Obligations Risk

Investments in debt securities issued by governments or by government agencies and instrumentalities involve the risk that the governmental entities responsible for repayment may be unable or unwilling to pay interest and repay principal when due. A governmental entity’s willingness or ability to pay interest and repay principal in a timely manner may be affected by a variety of factors, including its cash flow, the size of its reserves, its access to foreign exchange, the relative size of its debt service burden to its economy as a whole, and political constraints. A governmental entity may default on its obligations or may require renegotiation or rescheduling of debt payments. Any restructuring of a sovereign debt obligation held by the Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt. The sovereign debt of many non-U.S. governments, including their sub-divisions and instrumentalities, is rated below investment grade (“junk” or “high yield” bonds). Sovereign debt risk may be greater for debt securities issued or guaranteed

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by emerging and/or frontier market countries. At times, certain emerging and frontier market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging and frontier market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders.

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Stock Connect Risk

A Fund may invest in China A Shares, which are equity securities of companies domiciled in China that are denominated and traded in Renminbi on the Shanghai or Shenzhen Stock Exchanges. A Fund may invest in A Shares listed and traded on the Shanghai Stock Exchange or Shenzhen Stock Exchange through the Stock Connect program. A Fund’s investments in Stock Connect A Shares are generally subject to Chinese securities regulations and listing rules, among other restrictions that may affect the Fund’s investments and returns, including transfer restrictions, trading suspensions, and daily limits on net purchases, which are subject to change. Such investments are also subject to heightened operational, tax, and settlement risk and the risk of price fluctuations of A Shares during times when Stock Connect is not trading. Stock Connect is a relatively new program. Further developments are likely and there can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the Fund’s investments or returns.

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Tactical Allocation Risk

For each of the MassMutual RetireSMART by JPMorgan Funds, J.P. Morgan has discretion to make short- to intermediate-term tactical allocations that increase or decrease the exposure to asset classes and investments. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund, and/or may cause the Fund to have a risk profile different than that portrayed in its “Principal Investment Strategies” from time to time.

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U.S. Government Securities Risk

U.S. Government securities include a variety of securities that differ in their interest rates, maturities, and dates of issue. While securities issued or guaranteed by some agencies or

instrumentalities of the U.S. Government (such as the Government National Mortgage Association) are supported by the full faith and credit of the United States, securities issued or guaranteed by certain other agencies or instrumentalities of the U.S. Government (such as Federal Home Loan Banks) are supported only by the right of the issuer to borrow from the U.S. Government. Securities issued or guaranteed by certain other agencies and instrumentalities of the U.S. Government (such as Fannie Mae and Freddie Mac) are not supported by the full faith and credit of the U.S. Government and are supported only by the credit of the issuer itself. There is no assurance that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so. For securities not backed by the full faith and credit of the United States, a Fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by the full faith and credit of the United States. From time to time, uncertainty regarding the status of negotiations in the U.S. Government to increase the statutory debt ceiling could increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. Government-sponsored entity is negatively impacted by legislative or regulatory action (or lack thereof), is unable to meet its obligations, or its creditworthiness declines, the performance of each Fund that holds securities of the entity will be adversely impacted. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. Investments in these securities are also subject

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to, among other things, interest rate risk, prepayment risk, extension risk, and the risk that the value of the securities will fluctuate in response to political, market, or economic developments.

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Valuation Risk

A portion of a Fund’s assets may be valued at fair value pursuant to guidelines that have been approved by the Trustees. A Fund’s assets may be valued using prices provided by a pricing service or, alternatively, a broker-dealer or other market intermediary (sometimes just one broker-dealer or other market intermediary) when other reliable pricing sources may not be available. The Fund, or persons acting on its behalf, may determine a fair value of a security based on such other information as may be available to them. There can be no assurance that any fair valuation of an investment held by a Fund will in fact approximate the price at which the Fund might sell the investment at the time. Technological issues or other service disruption issues involving third-party service providers may limit the ability of the Fund to value its investment accurately or timely. To the extent a Fund sells a security at a price lower than the price it has been using to value the security, its NAV will be adversely affected. If a Fund has overvalued securities it holds, you may pay too much for the Fund’s shares when you buy into the Fund. If a Fund underestimates the price of its portfolio securities, you may not receive the full market value for your Fund

shares when you sell.

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Value Company Risk

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When-Issued, Delayed Delivery, TBA, and Forward Commitment Transaction Risk

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Management of the Funds

Investment Adviser and Portfolio Managers

The Funds do not pay an investment management fee to MML Advisers.

A discussion regarding the basis for the Trustees approving any investment advisory contract of the Funds is available in the Funds’ annual report to shareholders dated September 30, 2022.

Each Fund pays MML Advisers an administrative and shareholder services fee to compensate it for providing general administrative services to the Funds and for providing or causing to be provided ongoing shareholder servicing to direct and indirect investors in the Funds. MML Advisers pays substantially all of the fee to third parties who provide shareholder servicing and investor recordkeeping services. The fee is calculated and paid based on the average daily net assets attributable to each share class of the Fund separately, and is paid at the following annual rates: 0.10% for Class R5 shares; 0.20% for Service Class shares; 0.30% for Administrative Class shares; 0.20% for Class R4 shares; 0.30% for Class A shares; 0.20% for Class R3 shares; and 0.10% for Class Y shares. Class I shares do not pay any administrative and shareholder services fee.

As the investment adviser to the Funds, MML Advisers is responsible for furnishing a continuous investment program for the Funds, determining the Underlying Funds in which the Funds will invest from time to time, and the portions of their assets the Funds will invest in those Underlying Funds. MML Advisers places purchase and redemption orders for shares of the Underlying Funds on behalf of the Funds. These functions are performed by portfolio managers Frederick (Rick) Schulitz, CFA, CAIA and Michael J. Abata, CFA. In addition to his role as portfolio manager, Mr. Schulitz is also Head of Multi-Asset Class Solutions at MML Advisers, which he joined in 2014. Mr. Schulitz is also Head of Multi-Asset Class Solutions at MassMutual, which he joined in 2006. Mr. Abata joined MML Advisers in 2022. Mr. Abata is also a Multi Asset Class Solutions Strategist at MassMutual, which he joined in 2022. Prior to joining MML Advisers and MassMutual, Mr. Abata was a Director of Research and Portfolio Manager for Quantitative Strategies at Invesco.

Subadviser and Portfolio Managers

MML Advisers contracts with J.P. Morgan to provide the glide path and tactical allocations for the MassMutual RetireSMART by JPMorgan Funds. Subject to the oversight of the Trustees, MML Advisers has the ultimate responsibility to oversee J.P. Morgan and recommend its hiring, termination, and replacement. This responsibility includes, but is not limited to, analysis and review of J.P. Morgan’s performance, as well as assistance in the identification and vetting of a new or replacement subadviser. In addition, MML Advisers maintains responsibility for a number of other important obligations, including, among other things, board reporting, assistance in the annual advisory contract renewal process, and, in general, the performance of all obligations not delegated to J.P. Morgan. MML Advisers also provides advice and recommendations to the Trustees, and performs such review and oversight functions as the Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of each Fund, valuations of portfolio securities, and other matters relating generally to the investment program of each Fund.

J.P. Morgan Investment Management Inc. (“J.P. Morgan”), located at 383 Madison Avenue, New York, New York 10179, provides the glide path and tactical allocations for the MassMutual RetireSMART by JPMorgan Funds. J.P. Morgan is a wholly-owned subsidiary of JP Morgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JP Morgan Chase & Co., a bank holding company. As of September 30, 2022, J.P. Morgan and its affiliates had approximately $2.23 trillion in assets under management.

Daniel Oldroyd, CFA, CAIA

is a portfolio manager of each MassMutual RetireSMART by JPMorgan Fund. Mr. Oldroyd, Managing Director, joined J.P. Morgan in 2000 and is Head of Target Date Strategies.

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Silvia Trillo

is a portfolio manager of each MassMutual RetireSMART by JPMorgan Fund. Ms. Trillo, Managing Director, joined J.P. Morgan in 2011.

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About the Classes of Shares – I, R5, Service, Administrative, R4, A, R3, and Y Shares

Choosing a Share Class.

Each Fund (other than the MassMutual 20/80 Allocation Fund, MassMutual 40/60 Allocation Fund, MassMutual 60/40 Allocation Fund, and MassMutual 80/20 Allocation Fund) offers seven classes of shares. The MassMutual 20/80 Allocation Fund, MassMutual 40/60 Allocation Fund, MassMutual 60/40 Allocation Fund, and MassMutual 80/20 Allocation Fund also offer Class Y; however, Class Y shares are not currently available for purchase.

Fees and Expenses.

Different classes of shares are subject to different fees and expenses. A class’s fees and expenses will affect the performance of that class.

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Servicing or Distribution Fees: Class R4, Class A, and Class R3 shares are subject to servicing or distribution fees paid under a Rule 12b-1 Plan. These fees are described below in “Distribution Plan, Shareholder Servicing, and Payments to Intermediaries.”

For actual past expenses of Class I, Class R5, Service Class, Administrative Class, Class R4, Class A, and Class R3 shares, see the “Financial Highlights” tables later in this Prospectus.

Purchasing Shares.

Different classes of shares are available to different investors and from different sources.

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Class R4, Class A, Class R3, and Class Y shares are offered primarily through other distribution channels, such as broker-dealers or financial institutions.

Class I, Class A, and Class Y shares may be purchased by individual investors through a financial intermediary or through a product sponsored by a financial intermediary.

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Funds: Class I, Class R5, and Service Class shares are available for purchase by mutual funds and collective trust funds.

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Section 501(c)(9) Associations: Class R5, Class R4, Class A, and Class R3 shares may be purchased by voluntary employees’ beneficiary

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associations described in Code Section 501(c)(9).

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Individual Retirement Accounts: Class A shares of any Fund may be purchased by individual retirement accounts described in Code Section 408.

Additional Information Regarding Class A and Class Y Shares.

Present and former officers, directors, trustees, and employees (and their eligible family members) of each Fund, MassMutual and its affiliates, and

retirement plans established for the benefit of such individuals, are permitted to purchase Class A shares of each Fund.

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Sales Charges by Class

Initial Sales Charges

Price Breakpoints	General Equity			General Taxable Bond			Shorter- Term Bond
Less than $25,000		5.50	%/		4.25	%/		2.50	%/
		5.82	%/		4.44	%/		2.56	%/
		4.50	%		3.50	%		2.00	%
$25,000 – $49,999		5.25	%/		4.25	%/		2.25	%/
		5.54	%/		4.44	%/		2.30	%/
		4.25	%		3.50	%		1.75	%
$50,000 – $99,999		4.50	%/		4.00	%/		2.00	%/
		4.71	%/		4.17	%/		2.04	%/
		3.50	%		3.25	%		1.50	%
$100,000 – $249,999		3.50	%/		3.00	%/		1.75	%/
		3.63	%/		3.09	%/		1.78	%/
		2.50	%		2.25	%		1.25	%
$250,000 – $499,999		2.25	%/		1.75	%/		1.25	%/
		2.30	%/		1.78	%/		1.27	%/
		1.75	%		1.50	%		0.75	%
$500,000 – $999,999		1.75	%/		1.00	%/		0.75	%/
		1.78	%/		1.01	%/		0.76	%/
		1.10	%		0.75	%		0.50	%
$1,000,000 or more		None	/		None	/		None	/
		None	/		None	/		None	/
		0.75	%		0.50	%		0.50	%

A reduced sales charge may be obtained for Class A shares under the Funds’ “Rights of Accumulation” because of the economies of sales efforts and

reduction in expenses realized by the Distributor, dealers, and brokers making such sales.

To qualify for the lower sales charge rates that apply to larger purchases of Class A shares, you can add together:

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Current purchases of Class A shares of more than one Fund subject to an initial sales charge to reduce the sales charge rate that applies to current purchases of Class A shares; and

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Contingent Deferred Sales Charges

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the amount of your account value represented by an increase in NAV over the initial purchase price,

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shares purchased by the reinvestment of dividends or capital gains distributions, or

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shares redeemed in the special circumstances described below.

To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares in the following order:

shares acquired by reinvestment of dividends and capital gains distributions, and

shares held the longest.

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Sales Charge Waivers by Class

Waivers of Class A Initial Sales Charges

The Class A sales charges will be waived for shares purchased in the following types of transactions:

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Purchases into insurance company separate investment accounts.

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Purchases into retirement plans or other employee benefit plans.

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Purchases of Class A shares aggregating $1 million or more of any one or more of the Funds.

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Purchases into accounts for which the broker-dealer of record has entered into a special agreement with the Distributor allowing this waiver.

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Purchases into accounts for which no sales concession is paid to any broker-dealer or other financial intermediary at the time of sale.

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Shares sold to MassMutual or its affiliates.

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Shares sold to registered management investment companies or separate accounts of insurance companies having an agreement with MassMutual, MML Advisers, or the Distributor for that purpose.

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Shares issued in plans of reorganization to which the Fund is a party.

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Shares sold to present or former officers, directors, trustees, or employees (and their “immediate families(1)”) of the Fund, MassMutual, and its affiliates.

•

Shares sold to a portfolio manager of the Fund.

Waivers of Class A Contingent Deferred Sales Charges

The Class A contingent deferred sales charges will not be applied to shares purchased in certain types of transactions or redeemed in certain circumstances described below.

Waivers for Redemptions in Certain Cases.

The Class A contingent deferred sales charges will be waived for redemptions of shares in the following cases:

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Redemptions from insurance company separate investment accounts.

(1)

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Redemptions from retirement plans or other employee benefit plans.

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Redemptions from accounts other than retirement plans following the death or disability of the last surviving shareholder, including a trustee of a grantor trust or revocable living trust for which the trustee is also the sole beneficiary. The death or disability must have occurred after the account was established, and for disability you must provide evidence of a determination of disability by the Social Security Administration.

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Redemptions from accounts for which the broker-dealer of record has entered into a special agreement with the Distributor allowing this waiver.

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Redemptions from accounts for which no sales concession was paid to any broker-dealer or other financial intermediary at the time of sale.

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In the case of an IRA, to make distributions required under a divorce or separation agreement described in Section 71(b) of the Code.

Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class A shares sold or issued in the following cases:

•

Shares sold to MassMutual or its affiliates.

•

Shares sold to registered management investment companies or separate accounts of insurance companies having an agreement with MassMutual, MML Advisers, or the Distributor for that purpose.

•

Shares issued in plans of reorganization to which the Fund is a party.

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Shares sold to present or former officers, directors, trustees, or employees (and their “immediate families(1)”) of the Fund, MassMutual, and its affiliates.

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Shares sold to a present or former portfolio manager of the Fund.

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Distribution Plan, Shareholder Servicing, and Payments to Intermediaries

Rule 12b-1 fees.

Shareholder servicing payments.

Payments to intermediaries.

may hold its clients’ Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things: processing and mailing trade confirmations, periodic statements, prospectuses, annual reports, semiannual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.

Additional information.

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In addition to the various payments described above, MML Advisers in its discretion may directly, or through an affiliate, pay up to 0.35% of the amount invested to intermediaries who provide services on behalf of shareholders of the Funds. This compensation is paid by MML Advisers from its own assets. The payments will be based on criteria established by MML Advisers and will be paid quarterly, in arrears.

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Payments to administrative service providers that provide enrollment, recordkeeping, and other services to pension plans;

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Cash and non-cash benefits, such as bonuses and allowances or prizes and awards, for certain broker-dealers, administrative service providers, and MassMutual insurance agents;

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Payments to intermediaries for, among other things, training of sales personnel, conference support, marketing, or other services provided

to promote awareness of MassMutual’s products;

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Payments under agreements with MassMutual not directly related to the sale of specific variable annuity contracts or the Funds, such as educational seminars and training or pricing services.

These compensation arrangements are not offered to all intermediaries and the terms of the arrangements may differ among intermediaries. These arrangements may provide an intermediary with an incentive to recommend one mutual fund over another, one share class over another, or one insurance or annuity contract over another. You may want to take these compensation arrangements into account when evaluating any recommendations regarding the Funds or any contract using the Funds as investment options. You may contact your intermediary to find out more information about the compensation they may receive in connection with your investment.

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Buying, Redeeming, and Exchanging Shares

The Funds sell their shares at a price equal to their NAV plus any initial sales charge that applies (see “Determining Net Asset Value” below). The Funds have authorized one or more broker-dealers or other intermediaries to receive purchase orders on their behalf. Such broker-dealers or other intermediaries may themselves designate other intermediaries to receive purchase orders on the Funds’ behalf. Your purchase order will be priced at the next NAV calculated after your order is received in good order by the transfer agent, MML Advisers, such a broker-dealer, or another intermediary authorized for this purpose. If you purchase shares through a broker-dealer or other intermediary, then, in order for your purchase to be based on a Fund’s next determined NAV, the broker-dealer or other intermediary must receive your request before the close of regular trading on the New York Stock Exchange (“NYSE”) (normally, 4:00 p.m. Eastern time), and the broker-dealer or other intermediary must subsequently communicate the request properly to the Funds. Shares purchased through a broker-dealer or other intermediary may be subject to transaction and/or other fees. The Funds will suspend selling their shares during any period when the determination of NAV is suspended. The Funds can reject any purchase order and can suspend purchases if they believe it is in their best interest.

your shares within seven days after your redemption request is received in good order. If, however, you request redemption of shares recently purchased by check, you may not receive payment until the check has been collected, which may take up to 15 days from time of purchase. Under unusual circumstances, the Funds can also suspend or postpone payment, when permitted by applicable law and regulations. The Funds’ transfer agent may temporarily delay for more than seven days the disbursement of redemption proceeds from the Fund account of a “Specified Adult” (as defined in Financial Industry Regulatory Authority Rule 2165) based on a reasonable belief that financial exploitation of the Specified Adult has occurred, is occurring, has been attempted, or will be attempted, subject to certain conditions. Under normal circumstances, each Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Under stressed market conditions, a Fund may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time. To the extent consistent with applicable laws and regulations, the Funds reserve the right to satisfy all or a portion of a redemption request by distributing securities or other property in lieu of cash (“in-kind” redemptions), under both normal and stressed market conditions. Some Funds may be limited in their ability to use assets other than cash to meet redemption requests due to restrictions on ownership of their portfolio assets. The securities distributed in an in-kind redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market risk until they are sold and may increase or decrease in value prior to converting them into cash. You may incur brokerage and other transaction costs, and could incur a taxable gain or loss for income tax purposes when converting the securities to cash.

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verify your customer information, the Fund reserves the right to close your account or to take such other steps as it deems reasonable.

Risk of Substantial Redemptions.

Exchanges

Generally, you can exchange shares of one Fund for the same class of shares of another MassMutual Fund, except in the case of the MassMutual U.S. Government Money Market Fund, MassMutual Total Return Bond Fund, and MM S&P 500® Index Fund and, with respect to certain series of the MassMutual Premier Funds, in those cases when exchanges are not permitted, as described in the applicable Prospectus under “Placing Transaction Orders—For Shareholders holding shares of theTrust prior to November 1, 2004.” Any share class of another series may be exchanged for Class R5 shares of the MassMutual U.S. Government Money Market Fund. If Class R5 shares of the MassMutual U.S. Government Money Market Fund are exchanged for Class A shares of another series, any sales charge applicable to those Class A shares will typically apply. For individual retirement accounts described in Code Section 408, Class R5 shares of the MassMutual U.S. Government Money Market Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund may only be

exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), and Class A shares of any other series may only be exchanged for Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund. An exchange is treated as a sale of shares in one series and a purchase of shares in another series at the NAV next determined after the exchange request is received and accepted by the transfer agent, MML Advisers, a broker-dealer, or another intermediary authorized for this purpose. You can only exchange into shares of another series if you meet any qualification requirements of the series into which you seek to exchange (for example, shares of some series are not available to purchasers through certain investment channels, and some may be available only to certain types of shareholders). In addition, in limited circumstances, such as those described above, for certain series the share class available for exchange may not be the same share class as the series from which you are exchanging. Exchange requests involving a purchase into any series (except the MassMutual Strategic Bond Fund, MassMutual U.S. Government Money Market Fund, MassMutual Inflation-Protected and Income Fund, MassMutual Core Bond Fund, MassMutual Diversified Bond Fund, MassMutual Short-Duration Bond Fund, MassMutual High Yield Fund, MassMutual Global Floating Rate Fund, MassMutual Global Credit Income Opportunities Fund, and MassMutual Emerging Markets Debt Blended Total Return Fund), however, will not be accepted if you have already made a purchase followed by a redemption involving the same series within the last 60 days. This restriction does not apply to rebalancing trades executed by any of the MassMutual RetireSMART by JPMorgan Funds, MassMutual Select T. Rowe Price Retirement Funds, and MassMutual Target Allocation Funds. This restriction also does not apply to exchanges made pursuant to certain asset allocation programs, systematic exchange programs, and dividend exchange programs. If you place an order to exchange shares of one series for another through a broker-dealer or other intermediary then, in order for your exchange to be effected based on the series’ next determined NAVs, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker- dealer or other intermediary must subsequently communicate the request properly to the MassMutual Funds.

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you have engaged in excessive trading;

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a Fund receives or expects simultaneous orders affecting significant portions of the Fund’s assets;

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a pattern of exchanges occurs which coincides with a market timing strategy; or

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the Fund would be unable to invest the funds effectively based on its investment objectives and policies or if the Fund would be adversely affected.

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

Transaction Orders by Telephone and in Writing

Transaction Orders by Telephone

an Application for Telephone Trading Privileges by contacting Shareholder Servicing at 1-877-766-0014. Persons electing to place transaction orders by telephone are able to do so through the following dedicated telephone number: MassMutual Select Funds Transaction Line, 1-800-860-2232.

Transaction Orders in Writing

•

If applicable, a corporate resolution which states that the extract of the by-laws is true and complete and is in full force and effect.

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How to Invest

Outlined below are various methods for buying shares of the Funds:

Method			Instructions
Through your financial intermediary			Your financial intermediary can help you establish your account and buy shares on your behalf. To receive the current trading day’s price, your financial intermediary must receive your request in good order prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. Your financial intermediary may charge you fees for executing the purchase for you.

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Method			Instructions
By exchange			You or your financial intermediary may acquire shares of a Fund for your account by exchanging shares you own in certain other funds advised by MML Advisers for shares of the same class of a Fund, subject to the conditions described in “Exchanges” above. In addition, you or your financial intermediary may exchange shares of a class of a Fund you own for shares of a different class of the same Fund, subject to the conditions described in “Exchanges.” To exchange, send written instructions to the applicable Fund, at the address noted below(1) or call 1-800-860-2232.
By wire			You may purchase shares of a Fund by wiring money from your bank account to your Fund account. Prior to sending wire transfers, please contact Shareholder Services at 1-800-860-2232 for specific wiring instructions and to facilitate prompt and accurate credit upon receipt of your wire. To receive the current trading day’s price, your wire, along with a valid account number, must be received in your Fund account prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. If your initial purchase of shares is by wire, you must first complete a new account application and promptly mail it to MassMutual Select Funds – (Fund Name), at the address noted below.(1) After completing a new account application, please call 1-800-860-2232 to obtain your account number. Please include your account number on the wire.
By check			To purchase shares of a Fund by check, make your check payable to ‘MassMutual Select Funds’. Your checks should include the fund name which you would like to purchase along with your account number (if previously established). Your request should be mailed to the address listed below.(1) The Funds will accept purchases only in U.S. dollars drawn from U.S. financial institutions. Cashier’s checks, third party checks, money orders, credit card convenience checks, cash or equivalents, or payments in foreign currencies are not acceptable forms of payment.

(1)

Regular Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, Box 5493, Boston, MA 02206

Overnight Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, 1776 Heritage Drive, No. Quincy, MA 02171

Cost Basis Reporting

Frequent Trading Policies

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despite MML Advisers’ efforts to prevent excessive trading and/or market timing trading activities, there can be no assurance that MML Advisers will be able to identify all those who trade excessively or employ a market timing strategy and curtail their trading in every instance.

financial intermediary to find out what trading restrictions, including limitations on exchanges, may apply. The Funds’ ability to identify and deter excessive trading and/or market timing activities through omnibus accounts is limited, and the Funds’ success in accomplishing the objectives of the policies concerning frequent trading of Fund shares in this context depends significantly upon the cooperation of the financial intermediaries. Because the Funds receive these orders on an aggregated basis and because the omnibus accounts may trade with numerous fund families with differing frequent trading policies, the Funds are limited in their ability to identify or deter those individuals or entities that may be engaging in excessive trading and/or market timing activities. While the Funds and MML Advisers encourage those financial intermediaries to apply the Funds’ policies to their customers who invest indirectly in the Funds, the Funds and MML Advisers may need to rely on those intermediaries to monitor trading in good faith in accordance with its or the Funds’ policies, since individual trades in omnibus accounts are often not disclosed to the Funds. While the Funds will generally monitor trading activity at the omnibus account level to attempt to identify excessive trading and/or market timing activity, reliance on intermediaries increases the risk that excessive trading and/or market timing activity may go undetected. If evidence of possible excessive trading and/or market timing activity is observed by the Funds, the financial intermediary that is the registered owner will be asked to review the account activity, and to confirm to the Funds that appropriate action has been taken to limit any excessive trading and/or market timing activity.

Determining Net Asset Value

Advisers’ fair valuation policy and procedures. The NYSE currently is not open for trading on New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Each Fund calculates the NAV of each of its classes of shares by dividing the total value of the assets attributable to that class, less the liabilities attributable to that class, by the number of shares of that class that are outstanding. On holidays and other days when the NYSE is closed, each Fund’s NAV generally is not calculated and the Funds do not anticipate accepting buy

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or sell orders. However, the value of each Fund’s assets may still be affected on such days to the extent that an Underlying Fund holds foreign securities that trade on days that foreign securities markets are open.

The NAV of each Fund is based upon the NAVs of its corresponding Underlying Funds. Shares of the Underlying Funds are valued at their closing NAVs as reported on each Business Day.

change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next Business Day.

The prospectuses and SAIs for the Underlying Funds explain the valuation methods for the Underlying Funds, including the circumstances under which the Underlying Funds may use fair value pricing and the effects of doing so. Such prospectuses and SAIs are available on the SEC’s EDGAR database on its Internet site at http://www.sec.gov.

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Taxation and Distributions

such. Dividends properly reported as capital gain dividends (relating to gains from the sale of capital assets held by a Fund or an Underlying Fund for more than one year) are taxable in the hands of an investor as long-term capital gain includible in net capital gain and taxed to individuals at reduced rates. Distributions of investment income reported by a Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to long-term capital gain, provided that holding period and other requirements are met at both the shareholder and Fund level. Distributions from REITs generally do not qualify as qualified dividend income.

The nature of each Fund’s distributions will be affected by its investment strategies and those of the Underlying Funds in which it invests. A Fund that invests primarily in Underlying Funds whose investment return consists largely of interest, dividends, and capital gains from short-term holdings will distribute largely ordinary income. A Fund whose return comes largely from its sale or the sale by Underlying Funds of long-term holdings will distribute largely capital gain dividends. Distributions are taxable to a shareholder even though they are paid from income or gains earned by a Fund prior to the shareholder’s investment and thus were included in the price paid by the shareholder for his or her shares.

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long- and short-term capital gains, if any, after giving effect to any available capital loss carryforwards. For each Fund, distributions, if any, are declared and paid at least annually. Distributions may be taken either in cash or in additional shares of the respective Fund at the Fund’s NAV on the first Business Day after the record date for the distribution, at the option of the shareholder. A shareholder that itself qualifies as a regulated investment company is permitted to report a portion of its distributions as “qualified dividend income,” provided certain requirements are met.

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

A Fund’s investments in Underlying Funds can cause the tax treatment of the Fund’s gains, losses, and distributions to differ from the tax treatment that would apply if either the Fund invested directly in the types of securities held by the Underlying Funds or the Fund’s shareholders invested directly in the Underlying Funds. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.

An Underlying Fund’s investments in foreign securities may be subject to foreign withholding or other taxes. In that case, the Underlying Fund’s yield on those securities would be decreased. A Fund may be able to elect to “pass through” to its shareholders foreign income taxes paid by certain Underlying Funds. If a Fund so elects, a shareholder of the Fund must include its share of those taxes in gross income as a distribution from the Fund and the shareholder will be allowed to claim a credit (or a deduction, if the shareholder itemizes deductions) for such amounts on its U.S. federal tax return subject to certain limitations. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit

or deduction passed through by a Fund. A shareholder that itself qualifies for treatment as a regulated investment company and that qualifies as a “qualified fund of funds” may elect to pass through to its shareholders a tax credit or deduction passed through by a Fund.

In addition, a Fund’s or Underlying Fund’s investments in foreign securities, fixed income securities, derivatives, or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing, amount, or character of the Fund’s distributions. Certain of a Fund’s or Underlying Fund’s investments, including certain debt instruments, could cause the Fund or Underlying Fund to recognize taxable income in excess of the cash generated by such investments; a Fund or Underlying Fund could be required to sell other investments, including when not otherwise advantageous to do so, in order to make required distributions.

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Financial Highlights

MASSMUTUAL 20/80 ALLOCATION FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.60	$ 0.32	$ (1.84)	$ (1.52)	$ (0.33)	$ (0.38)	$ (0.71)	$ 8.37	(15.46%)	$ 13,143	0.12%	0.04%	3.35%
9/30/21	10.34	0.28	0.56	0.84	(0.38)	(0.20)	(0.58)	10.60	8.35%	18,990	0.12%	0.03%	2.67%
9/30/20	10.15	0.25	0.45	0.70	(0.31)	(0.20)	(0.51)	10.34	7.09%	17,848	0.11%	0.02%	2.49%
9/30/19	10.02	0.27	0.37	0.64	(0.32)	(0.19)	(0.51)	10.15	6.95%	12,197	0.12%	0.02%	2.78%
9/30/18	10.04	0.23	0.04	0.27	(0.29)	—	(0.29)	10.02	2.71%	8,431	0.12%	0.02%	2.27%
Class R5
9/30/22	$ 10.59	$ 0.45	$ (1.99)	$ (1.54)	$ (0.32)	$ (0.38)	$ (0.70)	$ 8.35	(15.64%)	$ 2,488	0.22%	0.14%	4.59%
9/30/21	10.32	0.27	0.57	0.84	(0.37)	(0.20)	(0.57)	10.59	8.37%	6,108	0.22%	0.13%	2.62%
9/30/20	10.14	0.28	0.40	0.68	(0.30)	(0.20)	(0.50)	10.32	6.89%	5,946	0.21%	0.12%	2.85%
9/30/19	10.01	0.29	0.34	0.63	(0.31)	(0.19)	(0.50)	10.14	6.83%	6,919	0.22%	0.12%	2.96%
9/30/18	10.02	0.34	(0.07)	0.27	(0.28)	—	(0.28)	10.01	2.72%	7,023	0.22%	0.13%	3.45%
Service Class
9/30/22	$ 10.58	$ 0.28	$ (1.82)	$ (1.54)	$ (0.31)	$ (0.38)	$ (0.69)	$ 8.35	(15.66%)	$ 103,035	0.32%	0.24%	2.95%
9/30/21	10.32	0.24	0.59	0.83	(0.37)	(0.20)	(0.57)	10.58	8.21%	123,549	0.32%	0.23%	2.27%
9/30/20	10.13	0.05	0.63	0.68	(0.29)	(0.20)	(0.49)	10.32	6.90%	114,464	0.31%	0.22%	0.51%
9/30/19	10.01	0.27	0.34	0.61	(0.30)	(0.19)	(0.49)	10.13	6.62%	9,225	0.32%	0.22%	2.74%
9/30/18	10.02	0.23	0.03	0.26	(0.27)	—	(0.27)	10.01	2.61%	7,882	0.32%	0.22%	2.27%
Administrative Class
9/30/22	$ 10.60	$ 0.28	$ (1.84)	$ (1.56)	$ (0.28)	$ (0.38)	$ (0.66)	$ 8.38	(15.72%)	$ 18,215	0.42%	0.34%	2.88%
9/30/21	10.33	0.25	0.57	0.82	(0.35)	(0.20)	(0.55)	10.60	8.11%	26,944	0.42%	0.33%	2.40%
9/30/20	10.14	0.22	0.44	0.66	(0.27)	(0.20)	(0.47)	10.33	6.72%	34,036	0.41%	0.32%	2.17%
9/30/19	10.01	0.28	0.33	0.61	(0.29)	(0.19)	(0.48)	10.14	6.57%	32,206	0.42%	0.32%	2.87%
9/30/18	10.02	0.27	(0.02)	0.25	(0.26)	—	(0.26)	10.01	2.50%	39,271	0.42%	0.33%	2.72%
Class R4
9/30/22	$ 10.76	$ 0.27	$ (1.87)	$ (1.60)	$ (0.27)	$ (0.38)	$ (0.65)	$ 8.51	(15.92%)	$ 3,066	0.57%	0.49%	2.80%
9/30/21	10.21	0.26	0.55	0.81	(0.06)	(0.20)	(0.26)	10.76	8.00%	4,254	0.57%	0.48%	2.46%
9/30/20	10.04	0.39	0.25	0.64	(0.27)	(0.20)	(0.47)	10.21	6.51%	6,643	0.56%	0.47%	3.94%
9/30/19	9.92	0.24	0.35	0.59	(0.28)	(0.19)	(0.47)	10.04	6.42%	124,050	0.57%	0.47%	2.47%
9/30/18	9.94	0.22	0.01	0.23	(0.25)	—	(0.25)	9.92	2.31%	106,763	0.57%	0.48%	2.24%
Class A
9/30/22	$ 10.65	$ 0.26	$ (1.84)	$ (1.58)	$ (0.27)	$ (0.38)	$ (0.65)	$ 8.42	(15.90%)	$ 14,202	0.67%	0.59%	2.69%
9/30/21	10.38	0.22	0.57	0.79	(0.32)	(0.20)	(0.52)	10.65	7.76%	19,773	0.67%	0.58%	2.08%
9/30/20	10.19	0.23	0.41	0.64	(0.25)	(0.20)	(0.45)	10.38	6.45%	22,073	0.66%	0.57%	2.30%
9/30/19	10.05	0.25	0.34	0.59	(0.26)	(0.19)	(0.45)	10.19	6.34%	25,898	0.67%	0.57%	2.59%
9/30/18	10.05	0.23	0.00^d	0.23	(0.23)	—	(0.23)	10.05	2.30%	27,681	0.67%	0.58%	2.25%
Class R3
9/30/22	$ 10.45	$ 0.24	$ (1.81)	$ (1.57)	$ (0.25)	$ (0.38)	$ (0.63)	$ 8.25	(16.05%)	$ 4,126	0.82%	0.74%	2.49%
9/30/21	10.20	0.21	0.56	0.77	(0.32)	(0.20)	(0.52)	10.45	7.64%	5,725	0.82%	0.73%	2.06%
9/30/20	10.01	0.21	0.41	0.62	(0.23)	(0.20)	(0.43)	10.20	6.32%	6,964	0.81%	0.72%	2.11%
9/30/19	9.89	0.22	0.34	0.56	(0.25)	(0.19)	(0.44)	10.01	6.15%	7,102	0.82%	0.72%	2.30%
9/30/18	9.91	0.20	0.01	0.21	(0.23)	—	(0.23)	9.89	2.10%	7,635	0.82%	0.73%	2.03%

– 228 –

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	27%	26%	33%	39%	62%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 229 –

MASSMUTUAL 40/60 ALLOCATION FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.57	$ 0.27	$ (1.85)	$ (1.58)	$ (0.33)	$ (0.55)	$ (0.88)	$ 8.11	(16.39%)	$ 30,477	0.11%	0.06%	2.83%
9/30/21	9.80	0.22	1.11	1.33	(0.33)	(0.23)	(0.56)	10.57	13.89%	47,449	0.11%	0.05%	2.09%
9/30/20	9.93	0.18	0.71	0.89	(0.24)	(0.78)	(1.02)	9.80	9.29%	36,725	0.10%	0.04%	1.94%
9/30/19	10.58	0.21	0.13	0.34	(0.31)	(0.68)	(0.99)	9.93	4.69%	28,843	0.10%	0.04%	2.13%
9/30/18	10.31	0.16	0.47	0.63	(0.34)	(0.02)	(0.36)	10.58	6.21%	12,666	0.09%	0.05%	1.50%
Class R5
9/30/22	$ 10.57	$ 0.34	$ (1.92)	$ (1.58)	$ (0.32)	$ (0.55)	$ (0.87)	$ 8.12	(16.37%)	$ 5,503	0.21%	0.16%	3.59%
9/30/21	9.81	0.23	1.08	1.31	(0.32)	(0.23)	(0.55)	10.57	13.66%	8,580	0.21%	0.15%	2.23%
9/30/20	9.94	0.22	0.65	0.87	(0.22)	(0.78)	(1.00)	9.81	9.12%	9,331	0.20%	0.14%	2.34%
9/30/19	10.57	0.28	0.06	0.34	(0.29)	(0.68)	(0.97)	9.94	4.76%	9,972	0.20%	0.14%	2.88%
9/30/18	10.31	0.29	0.32	0.61	(0.33)	(0.02)	(0.35)	10.57	6.01%	25,611	0.19%	0.15%	2.78%
Service Class
9/30/22	$ 10.62	$ 0.23	$ (1.82)	$ (1.59)	$ (0.31)	$ (0.55)	$ (0.86)	$ 8.17	(16.40%)	$ 12,834	0.31%	0.26%	2.43%
9/30/21	9.85	0.21	1.10	1.31	(0.31)	(0.23)	(0.54)	10.62	13.62%	16,971	0.31%	0.25%	2.06%
9/30/20	9.98	0.13	0.73	0.86	(0.21)	(0.78)	(0.99)	9.85	8.98%	17,683	0.30%	0.24%	1.37%
9/30/19	10.62	0.23	0.10	0.33	(0.29)	(0.68)	(0.97)	9.98	4.53%	11,427	0.30%	0.24%	2.35%
9/30/18	10.35	0.10	0.51	0.61	(0.32)	(0.02)	(0.34)	10.62	5.97%	11,330	0.29%	0.25%	0.96%
Administrative Class
9/30/22	$ 10.61	$ 0.22	$ (1.83)	$ (1.61)	$ (0.29)	$ (0.55)	$ (0.84)	$ 8.16	(16.55%)	$ 28,220	0.41%	0.36%	2.30%
9/30/21	9.84	0.21	1.09	1.30	(0.30)	(0.23)	(0.53)	10.61	13.46%	44,399	0.41%	0.35%	2.02%
9/30/20	9.96	0.19	0.67	0.86	(0.20)	(0.78)	(0.98)	9.84	8.94%	53,133	0.40%	0.34%	1.98%
9/30/19	10.59	0.23	0.09	0.32	(0.27)	(0.68)	(0.95)	9.96	4.50%	70,893	0.40%	0.34%	2.40%
9/30/18	10.32	0.23	0.37	0.60	(0.31)	(0.02)	(0.33)	10.59	5.86%	87,160	0.39%	0.35%	2.18%
Class R4
9/30/22	$ 10.51	$ 0.20	$ (1.80)	$ (1.60)	$ (0.29)	$ (0.55)	$ (0.84)	$ 8.07	(16.65%)	$ 32,058	0.56%	0.51%	2.14%
9/30/21	9.75	0.17	1.10	1.27	(0.28)	(0.23)	(0.51)	10.51	13.27%	32,786	0.56%	0.50%	1.65%
9/30/20	9.88	0.18	0.67	0.85	(0.20)	(0.78)	(0.98)	9.75	8.87%	29,626	0.55%	0.49%	1.96%
9/30/19	10.53	0.19	0.10	0.29	(0.26)	(0.68)	(0.94)	9.88	4.19%	40,232	0.55%	0.49%	2.02%
9/30/18	10.26	0.18	0.41	0.59	(0.30)	(0.02)	(0.32)	10.53	5.80%	34,455	0.54%	0.50%	1.69%
Class A
9/30/22	$ 10.64	$ 0.20	$ (1.84)	$ (1.64)	$ (0.27)	$ (0.55)	$ (0.82)	8.18	(16.82%)	$ 45,256	0.66%	0.61%	2.10%
9/30/21	9.86	0.18	1.10	1.28	(0.27)	(0.23)	(0.50)	10.64	13.26%	61,814	0.66%	0.60%	1.73%
9/30/20	9.99	0.16	0.67	0.83	(0.18)	(0.78)	(0.96)	9.86	8.56%	69,682	0.65%	0.59%	1.67%
9/30/19	10.61	0.21	0.09	0.30	(0.24)	(0.68)	(0.92)	9.99	4.24%	81,959	0.65%	0.59%	2.13%
9/30/18	10.34	0.20	0.37	0.57	(0.28)	(0.02)	(0.30)	10.61	5.56%	91,459	0.64%	0.60%	1.90%
Class R3
9/30/22	$ 10.50	$ 0.21	$ (1.83)	$ (1.62)	$ (0.30)	$ (0.55)	$ (0.85)	$ 8.03	(16.91%)	$ 15,309	0.81%	0.76%	2.25%
9/30/21	9.74	0.17	1.08	1.25	(0.26)	(0.23)	(0.49)	10.50	13.07%	7,450	0.81%	0.75%	1.69%
9/30/20	9.86	0.14	0.68	0.82	(0.16)	(0.78)	(0.94)	9.74	8.56%	8,785	0.80%	0.74%	1.46%
9/30/19	10.50	0.18	0.09	0.27	(0.23)	(0.68)	(0.91)	9.86	3.95%	9,050	0.80%	0.74%	1.90%
9/30/18	10.24	0.18	0.37	0.55	(0.27)	(0.02)	(0.29)	10.50	5.46%	11,230	0.79%	0.75%	1.73%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	32%	24%	52%	43%	52%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 230 –

MASSMUTUAL 60/40 ALLOCATION FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.96	$ 0.19	$ (1.73)	$ (1.54)	$ (0.38)	$ (1.02)	$ (1.40)	$ 8.02	(16.45%)	$ 28,473	0.12%	0.06%	2.05%
9/30/21	9.50	0.19	1.70	1.89	(0.28)	(0.15)	(0.43)	10.96	20.32%	28,917	0.11%	0.05%	1.81%
9/30/20	9.90	0.16	0.71	0.87	(0.21)	(1.06)	(1.27)	9.50	9.14%	21,696	0.11%	0.04%	1.73%
9/30/19	11.21	0.21	(0.12)^aa	0.09	(0.32)	(1.08)	(1.40)	9.90	3.17%	15,679	0.11%	0.04%	2.19%
9/30/18	10.77	0.20	0.75	0.95	(0.40)	(0.11)	(0.51)	11.21	9.07%	8,011	0.10%	0.06%	1.84%
Class R5
9/30/22	$ 10.96	$ 0.32	$ (1.86)	$ (1.54)	$ (0.37)	$ (1.02)	$ (1.39)	$ 8.03	(16.42%)	$ 8,300	0.21%	0.16%	3.24%
9/30/21	9.50	0.16	1.72	1.88	(0.27)	(0.15)	(0.42)	10.96	20.21%	20,602	0.21%	0.15%	1.56%
9/30/20	9.91	0.18	0.67	0.85	(0.20)	(1.06)	(1.26)	9.50	8.93%	15,435	0.21%	0.14%	1.92%
9/30/19	11.21	0.22	(0.14)^aa	0.08	(0.30)	(1.08)	(1.38)	9.91	3.12%	12,028	0.21%	0.14%	2.21%
9/30/18	10.77	0.29	0.65	0.94	(0.39)	(0.11)	(0.50)	11.21	8.96%	13,583	0.20%	0.16%	2.60%
Service Class
9/30/22	$ 11.01	$ 0.19	$ (1.75)	$ (1.56)	$ (0.36)	$ (1.02)	$ (1.38)	$ 8.07	(16.55%)	$ 20,361	0.32%	0.26%	2.00%
9/30/21	9.54	0.17	1.71	1.88	(0.26)	(0.15)	(0.41)	11.01	20.15%	24,617	0.31%	0.25%	1.60%
9/30/20	9.93	0.07	0.79	0.86	(0.19)	(1.06)	(1.25)	9.54	8.94%	25,087	0.31%	0.24%	0.76%
9/30/19	11.24	0.20	(0.14)^aa	0.06	(0.29)	(1.08)	(1.37)	9.93	2.90%	9,014	0.31%	0.24%	2.03%
9/30/18	10.80	0.11	0.82	0.93	(0.38)	(0.11)	(0.49)	11.24	8.81%	8,522	0.30%	0.25%	1.01%
Administrative Class
9/30/22	$ 11.00	$ 0.19	$ (1.76)	$ (1.57)	$ (0.34)	$ (1.02)	$ (1.36)	$ 8.07	(16.62%)	$ 37,871	0.41%	0.36%	1.98%
9/30/21	9.53	0.16	1.71	1.87	(0.25)	(0.15)	(0.40)	11.00	20.00%	61,143	0.41%	0.35%	1.53%
9/30/20	9.92	0.16	0.68	0.84	(0.17)	(1.06)	(1.23)	9.53	8.78%	59,725	0.41%	0.34%	1.71%
9/30/19	11.22	0.21	(0.15)^aa	0.06	(0.28)	(1.08)	(1.36)	9.92	2.88%	81,829	0.41%	0.34%	2.11%
9/30/18	10.79	0.19	0.72	0.91	(0.37)	(0.11)	(0.48)	11.22	8.62%	93,858	0.40%	0.36%	1.75%
Class R4
9/30/22	$ 10.91	$ 0.16	$ (1.74)	$ (1.58)	$ (0.32)	$ (1.02)	$ (1.34)	$ 7.99	(16.78%)	$ 8,037	0.56%	0.51%	1.72%
9/30/21	9.43	0.13	1.71	1.84	(0.21)	(0.15)	(0.36)	10.91	19.83%	10,735	0.56%	0.50%	1.26%
9/30/20	9.84	0.20	0.62	0.82	(0.17)	(1.06)	(1.23)	9.43	8.59%	10,218	0.56%	0.49%	2.13%
9/30/19	11.14	0.18	(0.13)^aa	0.05	(0.27)	(1.08)	(1.35)	9.84	2.75%	27,212	0.56%	0.49%	1.87%
9/30/18	10.72	0.16	0.73	0.89	(0.36)	(0.11)	(0.47)	11.14	8.47%	24,118	0.55%	0.51%	1.46%
Class A
9/30/22	$ 11.04	$ 0.16	$ (1.76)	$ (1.60)	$ (0.32)	$ (1.02)	$ (1.34)	$ 8.10	(16.84%)	$ 44,420	0.66%	0.61%	1.69%
9/30/21	9.57	0.14	1.70	1.84	(0.22)	(0.15)	(0.37)	11.04	19.60%	57,203	0.66%	0.60%	1.31%
9/30/20	9.96	0.13	0.69	0.82	(0.15)	(1.06)	(1.21)	9.57	8.51%	59,454	0.66%	0.59%	1.43%
9/30/19	11.24	0.19	(0.14)^aa	0.05	(0.25)	(1.08)	(1.33)	9.96	2.67%	65,910	0.66%	0.59%	1.90%
9/30/18	10.80	0.17	0.72	0.89	(0.34)	(0.11)	(0.45)	11.24	8.42%	77,780	0.65%	0.61%	1.54%
Class R3
9/30/22	$ 10.84	$ 0.15	$ (1.74)	$ (1.59)	$ (0.29)	$ (1.02)	$ (1.31)	$ 7.94	(17.00%)	$ 9,592	0.81%	0.76%	1.53%
9/30/21	9.40	0.12	1.68	1.80	(0.21)	(0.15)	(0.36)	10.84	19.50%	14,252	0.81%	0.75%	1.13%
9/30/20	9.80	0.11	0.68	0.79	(0.13)	(1.06)	(1.19)	9.40	8.33%	15,686	0.81%	0.74%	1.16%
9/30/19	11.10	0.16	(0.13)^aa	0.03	(0.25)	(1.08)	(1.33)	9.80	2.45%	16,144	0.81%	0.74%	1.66%
9/30/18	10.69	0.13	0.73	0.86	(0.34)	(0.11)	(0.45)	11.10	8.21%	16,492	0.80%	0.76%	1.16%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	26%	28%	58%	44%	55%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 231 –

MASSMUTUAL 80/20 ALLOCATION FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.13	$ 0.20	$ (2.08)	$ (1.88)	$ (0.41)	$ (0.98)	$ (1.39)	$ 8.86	(17.85%)	$ 33,246	0.16%	0.09%	1.91%
9/30/21	10.28	0.18	2.24	2.42	(0.23)	(0.34)	(0.57)	12.13	24.09%	38,991	0.16%	0.08%	1.51%
9/30/20	10.59	0.16	0.86	1.02	(0.19)	(1.14)	(1.33)	10.28	9.81%	30,942	0.18%	0.07%	1.58%
9/30/19	12.25	0.21	(0.27)	(0.06)	(0.34)	(1.26)	(1.60)	10.59	2.28%	23,314	0.20%	0.07%	2.06%
9/30/18	11.62	0.16	1.01	1.17	(0.43)	(0.11)	(0.54)	12.25	10.36%	17,151	0.21%	0.08%	1.34%
Class R5
9/30/22	$ 12.14	$ 0.32	$ (2.21)	$ (1.89)	$ (0.40)	$ (0.98)	$ (1.38)	$ 8.87	(17.91%)	$ 3,301	0.25%	0.19%	2.90%
9/30/21	10.29	0.15	2.26	2.41	(0.22)	(0.34)	(0.56)	12.14	23.96%	7,435	0.26%	0.18%	1.32%
9/30/20	10.60	0.15	0.86	1.01	(0.18)	(1.14)	(1.32)	10.29	9.71%	6,025	0.28%	0.17%	1.54%
9/30/19	12.25	0.19	(0.25)	(0.06)	(0.33)	(1.26)	(1.59)	10.60	2.21%	5,024	0.30%	0.17%	1.83%
9/30/18	11.62	0.23	0.93	1.16	(0.42)	(0.11)	(0.53)	12.25	10.26%	5,780	0.31%	0.19%	1.96%
Service Class
9/30/22	$ 12.16	$ 0.20	$ (2.11)	$ (1.91)	$ (0.39)	$ (0.98)	$ (1.37)	$ 8.88	(18.04%)	$ 12,945	0.35%	0.29%	1.85%
9/30/21	10.31	0.13	2.27	2.40	(0.21)	(0.34)	(0.55)	12.16	23.83%	15,973	0.36%	0.28%	1.13%
9/30/20	10.61	0.05	0.95	1.00	(0.16)	(1.14)	(1.30)	10.31	9.64%	11,041	0.38%	0.27%	0.51%
9/30/19	12.27	0.19	(0.27)	(0.08)	(0.32)	(1.26)	(1.58)	10.61	2.01%	3,115	0.40%	0.27%	1.84%
9/30/18	11.63	0.11	1.05	1.16	(0.41)	(0.11)	(0.52)	12.27	10.22%	2,834	0.41%	0.28%	0.94%
Administrative Class
9/30/22	$ 12.15	$ 0.18	$ (2.10)	$ (1.92)	$ (0.37)	$ (0.98)	$ (1.35)	$ 8.88	(18.10%)	$ 17,296	0.45%	0.39%	1.69%
9/30/21	10.29	0.14	2.25	2.39	(0.19)	(0.34)	(0.53)	12.15	23.77%	23,648	0.46%	0.38%	1.23%
9/30/20	10.59	0.14	0.84	0.98	(0.14)	(1.14)	(1.28)	10.29	9.49%	23,105	0.48%	0.37%	1.38%
9/30/19	12.25	0.20	(0.30)	(0.10)	(0.30)	(1.26)	(1.56)	10.59	1.88%	31,091	0.50%	0.37%	1.91%
9/30/18	11.62	0.18	0.96	1.14	(0.40)	(0.11)	(0.51)	12.25	10.05%	36,154	0.51%	0.39%	1.50%
Class R4
9/30/22	$ 11.96	$ 0.16	$ (2.05)	$ (1.89)	$ (0.36)	$ (0.98)	$ (1.34)	$ 8.73	(18.17%)	$ 12,041	0.60%	0.54%	1.48%
9/30/21	10.14	0.11	2.22	2.33	(0.17)	(0.34)	(0.51)	11.96	23.47%	14,161	0.61%	0.53%	0.98%
9/30/20	10.46	0.15	0.81	0.96	(0.14)	(1.14)	(1.28)	10.14	9.37%	13,465	0.63%	0.52%	1.51%
9/30/19	12.12	0.18	(0.29)	(0.11)	(0.29)	(1.26)	(1.55)	10.46	1.73%	17,701	0.65%	0.52%	1.71%
9/30/18	11.51	0.15	0.96	1.11	(0.39)	(0.11)	(0.50)	12.12	9.86%	16,469	0.66%	0.54%	1.26%
Class A
9/30/22	$ 12.13	$ 0.17	$ (2.11)	$ (1.94)	$ (0.34)	$ (0.98)	$ (1.32)	$ 8.87	(18.30%)	$ 20,773	0.70%	0.64%	1.61%
9/30/21	10.27	0.10	2.26	2.36	(0.16)	(0.34)	(0.50)	12.13	23.49%	32,829	0.71%	0.63%	0.88%
9/30/20	10.58	0.11	0.85	0.96	(0.13)	(1.14)	(1.27)	10.27	9.19%	31,252	0.73%	0.62%	1.11%
9/30/19	12.22	0.18	(0.29)	(0.11)	(0.27)	(1.26)	(1.53)	10.58	1.66%	30,795	0.75%	0.62%	1.69%
9/30/18	11.59	0.17	0.94	1.11	(0.37)	(0.11)	(0.48)	12.22	9.77%	34,466	0.75%	0.64%	1.46%
Class R3
9/30/22	$ 11.88	$ 0.13	$ (2.04)	$ (1.91)	$ (0.32)	$ (0.98)	$ (1.30)	$ 8.67	(18.38%)	$ 14,153	0.85%	0.79%	1.27%
9/30/21	10.08	0.10	2.20	2.30	(0.16)	(0.34)	(0.50)	11.88	23.30%	19,120	0.86%	0.78%	0.86%
9/30/20	10.44	0.10	0.82	0.92	(0.14)	(1.14)	(1.28)	10.08	8.98%	17,928	0.88%	0.77%	1.08%
9/30/19	12.08	0.14	(0.26)	(0.12)	(0.26)	(1.26)	(1.52)	10.44	1.58%	9,013	0.90%	0.77%	1.36%
9/30/18	11.47	0.12	0.96	1.08	(0.36)	(0.11)	(0.47)	12.08	9.63%	8,381	0.91%	0.79%	1.04%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	28%	29%	62%	38%	64%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 232 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN IN RETIREMENT FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.78	$ 0.33	$ (2.12)	$ (1.79)	$ (0.42)	$ (1.16)	$ (1.58)	$ 9.41	(16.12%)	$ 14,100	0.22%	0.06%	2.97%
9/30/21	12.02	0.34	1.16	1.50	(0.44)	(0.30)	(0.74)	12.78	12.84%	17,522	0.14%	0.06%	2.69%
9/30/20	11.78	0.29	0.33	0.62	(0.28)	(0.10)	(0.38)	12.02	5.27%	19,693	0.12%	0.06%	2.52%
9/30/19	11.69	0.12	0.52	0.64	(0.40)	(0.15)	(0.55)	11.78	6.08%	16,125	0.22%	0.06%	1.08%
9/30/18	11.55	0.32	0.05	0.37	(0.23)	—	(0.23)	11.69	3.22%	2,436	0.30%	0.07%	2.77%
Class R5
9/30/22	$ 12.81	$ 0.32	$ (2.12)	$ (1.80)	$ (0.41)	$ (1.16)	$ (1.57)	$ 9.44	(16.20%)	$ 3,826	0.32%	0.16%	2.91%
9/30/21	12.05	0.27	1.22	1.49	(0.43)	(0.30)	(0.73)	12.81	12.68%	6,568	0.24%	0.16%	2.14%
9/30/20	11.80	0.37	0.25	0.62	(0.27)	(0.10)	(0.37)	12.05	5.26%	5,758	0.22%	0.16%	3.16%
9/30/19	11.69	0.12	0.51	0.63	(0.37)	(0.15)	(0.52)	11.80	6.02%	8,776	0.32%	0.16%	1.01%
9/30/18	11.56	0.31	0.04	0.35	(0.22)	—	(0.22)	11.69	3.02%	1,270	0.39%	0.17%	2.66%
Service Class
9/30/22	$ 12.82	$ 0.35	$ (2.16)	$ (1.81)	$ (0.40)	$ (1.16)	$ (1.56)	$ 9.45	(16.26%)	$ 5,973	0.42%	0.26%	3.10%
9/30/21	12.06	0.40	1.08	1.48	(0.42)	(0.30)	(0.72)	12.82	12.58%	10,332	0.34%	0.26%	3.18%
9/30/20	11.81	0.28	0.32	0.60	(0.25)	(0.10)	(0.35)	12.06	5.13%	16,755	0.32%	0.26%	2.39%
9/30/19	11.71	0.28	0.34	0.62	(0.37)	(0.15)	(0.52)	11.81	5.89%	15,324	0.42%	0.26%	2.44%
9/30/18	11.57	0.28	0.06	0.34	(0.20)	—	(0.20)	11.71	3.00%	12,630	0.50%	0.27%	2.40%
Administrative Class
9/30/22	$ 12.82	$ 0.31	$ (2.15)	$ (1.84)	$ (0.38)	$ (1.16)	$ (1.54)	$ 9.44	(16.45%)	$ 22,751	0.52%	0.36%	2.82%
9/30/21	12.05	0.25	1.22	1.47	(0.40)	(0.30)	(0.70)	12.82	12.54%	32,436	0.44%	0.36%	1.99%
9/30/20	11.81	0.31	0.27	0.58	(0.24)	(0.10)	(0.34)	12.05	4.95%	30,972	0.42%	0.36%	2.69%
9/30/19	11.71	0.23	0.38	0.61	(0.36)	(0.15)	(0.51)	11.81	5.79%	39,483	0.52%	0.36%	1.97%
9/30/18	11.56	0.27	0.07	0.34	(0.19)	—	(0.19)	11.71	2.97%	22,101	0.60%	0.37%	2.35%
Class R4
9/30/22	$ 12.60	$ 0.27	$ (2.08)	$ (1.81)	$ (0.36)	$ (1.16)	$ (1.52)	$ 9.27	(16.47%)	$ 9,504	0.67%	0.51%	2.48%
9/30/21	11.86	0.26	1.16	1.42	(0.38)	(0.30)	(0.68)	12.60	12.27%	11,952	0.59%	0.51%	2.08%
9/30/20	11.62	0.34	0.23	0.57	(0.23)	(0.10)	(0.33)	11.86	4.90%	14,384	0.57%	0.51%	2.93%
9/30/19	11.53	0.06	0.52	0.58	(0.34)	(0.15)	(0.49)	11.62	5.55%	24,032	0.67%	0.51%	0.52%
9/30/18	11.39	0.25	0.06	0.31	(0.17)	—	(0.17)	11.53	2.75%	4,368	0.75%	0.52%	2.22%
Class A
9/30/22	$ 12.65	$ 0.29	$ (2.15)	$ (1.86)	$ (0.21)	$ (1.16)	$ (1.37)	$ 9.42	(16.64%)	$ 10,307	0.77%	0.61%	2.59%
9/30/21	11.91	0.30	1.12	1.42	(0.38)	(0.30)	(0.68)	12.65	12.20%	14,697	0.69%	0.61%	2.45%
9/30/20	11.68	0.23	0.32	0.55	(0.22)	(0.10)	(0.32)	11.91	4.74%	74,154	0.67%	0.61%	2.02%
9/30/19	11.61	0.17	0.40	0.57	(0.35)	(0.15)	(0.50)	11.68	5.47%	63,336	0.77%	0.61%	1.53%
9/30/18	11.47	0.26	0.04	0.30	(0.16)	—	(0.16)	11.61	2.67%	20,199	0.84%	0.62%	2.29%
Class R3
9/30/22	$ 12.48	$ 0.26	$ (2.08)	$ (1.82)	$ (0.32)	$ (1.16)	$ (1.48)	$ 9.18	(16.67%)	$ 16,575	0.92%	0.76%	2.36%
9/30/21	11.76	0.24	1.13	1.37	(0.35)	(0.30)	(0.65)	12.48	11.95%	23,241	0.84%	0.76%	1.94%
9/30/20	11.52	0.25	0.28	0.53	(0.19)	(0.10)	(0.29)	11.76	4.62%	28,918	0.82%	0.76%	2.23%
9/30/19	11.43	0.10	0.45	0.55	(0.31)	(0.15)	(0.46)	11.52	5.35%	37,510	0.92%	0.76%	0.88%
9/30/18	11.30	0.22	0.06	0.28	(0.15)	—	(0.15)	11.43	2.45%	13,161	1.00%	0.77%	1.92%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	58%	28%	74%	39%	80%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 233 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2020 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 13.37	$ 0.35	$ (2.25)	$ (1.90)	$ (0.44)	$ (1.01)	$ (1.45)	$ 10.02	(16.09%)	$ 37,478	0.11%	0.04%	3.03%
9/30/21	12.46	0.30	1.31	1.61	(0.45)	(0.25)	(0.70)	13.37	13.31%	51,145	0.09%	0.04%	2.25%
9/30/20	12.53	0.31	0.39	0.70	(0.36)	(0.41)	(0.77)	12.46	5.74%	43,646	0.07%	0.04%	2.58%
9/30/19	13.32	0.36	0.20	0.56	(0.39)	(0.96)	(1.35)	12.53	5.63%	35,602	0.08%	0.04%	2.95%
9/30/18	13.01	0.32	0.42	0.74	(0.42)	(0.01)	(0.43)	13.32	5.77%	19,424	0.06%	0.05%	2.41%
Class R5
9/30/22	$ 13.34	$ 0.35	$ (2.26)	$ (1.91)	$ (0.43)	$ (1.01)	$ (1.44)	$ 9.99	(16.24%)	$ 23,950	0.21%	0.14%	2.98%
9/30/21	12.43	0.32	1.28	1.60	(0.44)	(0.25)	(0.69)	13.34	13.22%	39,112	0.19%	0.14%	2.47%
9/30/20	12.51	0.35	0.33	0.68	(0.35)	(0.41)	(0.76)	12.43	5.57%	44,058	0.17%	0.14%	2.91%
9/30/19	13.30	0.30	0.25	0.55	(0.38)	(0.96)	(1.34)	12.51	5.56%	60,303	0.18%	0.14%	2.45%
9/30/18	12.99	0.32	0.41	0.73	(0.41)	(0.01)	(0.42)	13.30	5.69%	13,848	0.16%	0.15%	2.48%
Service Class
9/30/22	$ 13.43	$ 0.46	$ (2.40)	$ (1.94)	$ (0.41)	$ (1.01)	$ (1.42)	$ 10.07	(16.29%)	$ 9,053	0.31%	0.24%	3.81%
9/30/21	12.51	0.32	1.28	1.60	(0.43)	(0.25)	(0.68)	13.43	13.11%	29,244	0.29%	0.24%	2.40%
9/30/20	12.58	0.28	0.40	0.68	(0.34)	(0.41)	(0.75)	12.51	5.49%	35,285	0.27%	0.24%	2.33%
9/30/19	13.34	0.40	0.14	0.54	(0.34)	(0.96)	(1.30)	12.58	5.42%	31,848	0.28%	0.24%	3.22%
9/30/18	13.03	0.28	0.43	0.71	(0.39)	(0.01)	(0.40)	13.34	5.50%	83,925	0.26%	0.25%	2.14%
Administrative Class
9/30/22	$ 13.38	$ 0.33	$ (2.28)	$ (1.95)	$ (0.39)	$ (1.01)	$ (1.40)	$ 10.03	(16.43%)	$ 19,966	0.41%	0.34%	2.82%
9/30/21	12.46	0.28	1.30	1.58	(0.41)	(0.25)	(0.66)	13.38	13.02%	42,876	0.39%	0.34%	2.17%
9/30/20	12.53	0.35	0.31	0.66	(0.32)	(0.41)	(0.73)	12.46	5.40%	46,758	0.37%	0.34%	2.84%
9/30/19	13.30	0.34	0.19	0.53	(0.34)	(0.96)	(1.30)	12.53	5.38%	74,837	0.38%	0.34%	2.79%
9/30/18	12.99	0.29	0.40	0.69	(0.37)	(0.01)	(0.38)	13.30	5.43%	86,230	0.36%	0.35%	2.24%
Class R4
9/30/22	$ 13.06	$ 0.30	$ (2.21)	$ (1.91)	$ (0.37)	$ (1.01)	$ (1.38)	$ 9.77	(16.51%)	$ 15,666	0.56%	0.49%	2.63%
9/30/21	12.17	0.26	1.27	1.53	(0.39)	(0.25)	(0.64)	13.06	12.89%	23,718	0.54%	0.49%	2.05%
9/30/20	12.26	0.36	0.27	0.63	(0.31)	(0.41)	(0.72)	12.17	5.23%	29,367	0.52%	0.49%	2.98%
9/30/19	13.04	0.31	0.19	0.50	(0.32)	(0.96)	(1.28)	12.26	5.21%	50,600	0.53%	0.49%	2.60%
9/30/18	12.76	0.24	0.41	0.65	(0.36)	(0.01)	(0.37)	13.04	5.18%	57,866	0.51%	0.50%	1.90%
Class A
9/30/22	$ 13.24	$ 0.31	$ (2.27)	$ (1.96)	$ (0.30)	$ (1.01)	$ (1.31)	$ 9.97	(16.60%)	$ 20,470	0.66%	0.59%	2.62%
9/30/21	12.35	0.30	1.23	1.53	(0.39)	(0.25)	(0.64)	13.24	12.69%	31,861	0.64%	0.59%	2.35%
9/30/20	12.44	0.24	0.38	0.62	(0.30)	(0.41)	(0.71)	12.35	5.10%	88,011	0.62%	0.59%	2.04%
9/30/19	13.22	0.27	0.22	0.49	(0.31)	(0.96)	(1.27)	12.44	5.05%	73,800	0.63%	0.59%	2.19%
9/30/18	12.91	0.23	0.43	0.66	(0.34)	(0.01)	(0.35)	13.22	5.15%	76,268	0.61%	0.60%	1.72%
Class R3
9/30/22	$ 12.81	$ 0.27	$ (2.16)	$ (1.89)	$ (0.35)	$ (1.01)	$ (1.36)	$ 9.56	(16.70%)	$ 35,009	0.81%	0.74%	2.43%
9/30/21	11.96	0.23	1.24	1.47	(0.37)	(0.25)	(0.62)	12.81	12.57%	49,554	0.79%	0.74%	1.85%
9/30/20	12.05	0.25	0.34	0.59	(0.27)	(0.41)	(0.68)	11.96	4.97%	57,238	0.77%	0.74%	2.14%
9/30/19	12.84	0.28	0.18	0.46	(0.29)	(0.96)	(1.25)	12.05	4.93%	66,638	0.78%	0.74%	2.37%
9/30/18	12.56	0.22	0.40	0.62	(0.33)	(0.01)	(0.34)	12.84	4.98%	77,690	0.76%	0.75%	1.71%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	52%	30%	69%	46%	62%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 234 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2025 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 13.47	$ 0.34	$ (2.35)	$ (2.01)	$ (0.46)	$ (1.20)	$ (1.66)	$ 9.80	(17.29%)	$ 44,023	0.13%	0.01%	2.91%
9/30/21	12.23	0.28	1.77	2.05	(0.43)	(0.38)	(0.81)	13.47	17.23%	56,362	0.10%	0.01%	2.16%
9/30/20	12.50	0.31	0.42	0.73	(0.32)	(0.68)	(1.00)	12.23	6.02%	49,478	0.09%	0.01%	2.59%
9/30/19	13.49	0.33	0.15	0.48	(0.40)	(1.07)	(1.47)	12.50	5.30%	40,806	0.10%	0.01%	2.74%
9/30/18	13.29	0.30	0.63	0.93	(0.49)	(0.24)	(0.73)	13.49	7.15%	21,942	0.09%	0.03%	2.28%
Class R5
9/30/22	$ 13.61	$ 0.33	$ (2.39)	$ (2.06)	$ (0.44)	$ (1.20)	$ (1.64)	$ 9.91	(17.42%)	$ 1,186	0.23%	0.11%	2.81%
9/30/21	12.35	0.16	1.90	2.06	(0.42)	(0.38)	(0.80)	13.61	17.13%	1,376	0.20%	0.11%	1.21%
9/30/20	12.62	0.28	0.44	0.72	(0.31)	(0.68)	(0.99)	12.35	5.87%	468	0.19%	0.11%	2.32%
9/30/19	13.51	0.07	0.42	0.49	(0.31)	(1.07)	(1.38)	12.62	5.26%	527	0.20%	0.11%	0.61%
9/30/18	13.29	0.23	0.70	0.93	(0.47)	(0.24)	(0.71)	13.51	7.16%	44	0.19%	0.12%	1.72%
Service Class
9/30/22	$ 13.49	$ 0.42	$ (2.46)	$ (2.04)	$ (0.43)	$ (1.20)	$ (1.63)	$ 9.82	(17.48%)	$ 3,811	0.32%	0.21%	3.50%
9/30/21	12.25	0.27	1.76	2.03	(0.41)	(0.38)	(0.79)	13.49	16.97%	8,867	0.30%	0.21%	2.04%
9/30/20	12.52	0.28	0.42	0.70	(0.29)	(0.68)	(0.97)	12.25	5.76%	9,970	0.29%	0.21%	2.37%
9/30/19	13.49	0.39	0.08	0.47	(0.37)	(1.07)	(1.44)	12.52	5.14%	9,278	0.30%	0.21%	3.23%
9/30/18	13.29	0.27	0.63	0.90	(0.46)	(0.24)	(0.70)	13.49	6.94%	19,582	0.29%	0.23%	2.00%
Administrative Class
9/30/22	$ 13.42	$ 0.32	$ (2.36)	$ (2.04)	$ (0.41)	$ (1.20)	$ (1.61)	$ 9.77	(17.50%)	$ 24,363	0.43%	0.31%	2.73%
9/30/21	12.19	0.28	1.72	2.00	(0.39)	(0.38)	(0.77)	13.42	16.86%	34,778	0.40%	0.31%	2.12%
9/30/20	12.47	0.27	0.42	0.69	(0.29)	(0.68)	(0.97)	12.19	5.64%	39,673	0.39%	0.31%	2.30%
9/30/19	13.44	0.32	0.14	0.46	(0.36)	(1.07)	(1.43)	12.47	5.07%	43,407	0.40%	0.31%	2.61%
9/30/18	13.25	0.26	0.62	0.88	(0.45)	(0.24)	(0.69)	13.44	6.79%	47,433	0.39%	0.33%	1.94%
Class R4
9/30/22	$ 13.20	$ 0.28	$ (2.30)	$ (2.02)	$ (0.39)	$ (1.20)	$ (1.59)	$ 9.59	(17.65%)	$ 21,218	0.58%	0.46%	2.47%
9/30/21	12.00	0.25	1.70	1.95	(0.37)	(0.38)	(0.75)	13.20	16.65%	29,432	0.55%	0.46%	1.90%
9/30/20	12.29	0.36	0.30	0.66	(0.27)	(0.68)	(0.95)	12.00	5.49%	30,218	0.54%	0.46%	3.02%
9/30/19	13.27	0.30	0.13	0.43	(0.34)	(1.07)	(1.41)	12.29	4.88%	58,761	0.55%	0.46%	2.50%
9/30/18	13.09	0.22	0.63	0.85	(0.43)	(0.24)	(0.67)	13.27	6.66%	66,329	0.54%	0.48%	1.70%
Class A
9/30/22	$ 13.25	$ 0.29	$ (2.37)	$ (2.08)	$ (0.20)	$ (1.20)	$ (1.40)	$ 9.77	(17.74%)	$ 8,655	0.68%	0.56%	2.48%
9/30/21	12.05	0.30	1.65	1.95	(0.37)	(0.38)	(0.75)	13.25	16.60%	13,796	0.65%	0.56%	2.33%
9/30/20	12.34	0.22	0.44	0.66	(0.27)	(0.68)	(0.95)	12.05	5.46%	69,042	0.64%	0.56%	1.89%
9/30/19	13.32	0.21	0.21	0.42	(0.33)	(1.07)	(1.40)	12.34	4.74%	53,785	0.65%	0.56%	1.71%
9/30/18	13.13	0.20	0.63	0.83	(0.40)	(0.24)	(0.64)	13.32	6.50%	40,219	0.64%	0.58%	1.54%
Class R3
9/30/22	$ 13.16	$ 0.29	$ (2.33)	$ (2.04)	$ (0.36)	$ (1.20)	$ (1.56)	$ 9.56	(17.85%)	$ 38,799	0.83%	0.71%	2.49%
9/30/21	11.97	0.21	1.70	1.91	(0.34)	(0.38)	(0.72)	13.16	16.35%	59,696	0.80%	0.71%	1.63%
9/30/20	12.25	0.24	0.39	0.63	(0.23)	(0.68)	(0.91)	11.97	5.27%	66,066	0.79%	0.71%	2.02%
9/30/19	13.23	0.26	0.14	0.40	(0.31)	(1.07)	(1.38)	12.25	4.59%	78,974	0.80%	0.71%	2.18%
9/30/18	13.04	0.20	0.63	0.83	(0.40)	(0.24)	(0.64)	13.23	6.47%	87,865	0.79%	0.73%	1.52%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	54%	35%	73%	47%	67%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 235 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2030 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 13.80	$ 0.32	$ (2.49)	$ (2.17)	$ (0.45)	$ (1.16)	$ (1.61)	$ 10.02	(18.08%)	$ 56,717	0.07%	0.04%	2.68%
9/30/21	12.05	0.25	2.14	2.39	(0.36)	(0.28)	(0.64)	13.80	20.27%	65,036	0.06%	0.04%	1.88%
9/30/20	12.51	0.28	0.45	0.73	(0.30)	(0.89)	(1.19)	12.05	5.91%	50,325	0.06%	0.04%	2.41%
9/30/19	13.91	0.32	0.03	0.35	(0.40)	(1.35)	(1.75)	12.51	4.77%	42,529	0.06%	0.04%	2.64%
9/30/18	13.38	0.29	0.78	1.07	(0.49)	(0.05)	(0.54)	13.91	8.11%	20,448	0.05%	0.04%	2.09%
Class R5
9/30/22	$ 13.73	$ 0.32	$ (2.50)	$ (2.18)	$ (0.43)	$ (1.16)	$ (1.59)	$ 9.96	(18.18%)	$ 68,661	0.17%	0.14%	2.69%
9/30/21	11.99	0.25	2.11	2.36	(0.34)	(0.28)	(0.62)	13.73	20.17%	79,905	0.16%	0.14%	1.90%
9/30/20	12.45	0.29	0.43	0.72	(0.29)	(0.89)	(1.18)	11.99	5.84%	72,808	0.16%	0.14%	2.50%
9/30/19	13.87	0.25	0.08	0.33	(0.40)	(1.35)	(1.75)	12.45	4.56%	88,078	0.16%	0.14%	2.03%
9/30/18	13.35	0.31	0.74	1.05	(0.48)	(0.05)	(0.53)	13.87	7.96%	11,359	0.15%	0.14%	2.26%
Service Class
9/30/22	$ 13.82	$ 0.43	$ (2.63)	$ (2.20)	$ (0.42)	$ (1.16)	$ (1.58)	$ 10.04	(18.23%)	$ 15,661	0.27%	0.24%	3.46%
9/30/21	12.06	0.27	2.10	2.37	(0.33)	(0.28)	(0.61)	13.82	20.11%	45,510	0.26%	0.24%	2.03%
9/30/20	12.52	0.24	0.47	0.71	(0.28)	(0.89)	(1.17)	12.06	5.67%	50,072	0.26%	0.24%	2.00%
9/30/19	13.90	0.36	(0.03)^aa	0.33	(0.36)	(1.35)	(1.71)	12.52	4.48%	44,334	0.26%	0.24%	2.88%
9/30/18	13.37	0.25	0.79	1.04	(0.46)	(0.05)	(0.51)	13.90	7.88%	115,828	0.25%	0.24%	1.87%
Administrative Class
9/30/22	$ 13.77	$ 0.32	$ (2.53)	$ (2.21)	$ (0.40)	$ (1.16)	$ (1.56)	$ 10.00	(18.33%)	$ 48,874	0.37%	0.34%	2.63%
9/30/21	12.03	0.22	2.12	2.34	(0.32)	(0.28)	(0.60)	13.77	19.86%	76,955	0.36%	0.34%	1.68%
9/30/20	12.48	0.28	0.42	0.70	(0.26)	(0.89)	(1.15)	12.03	5.66%	70,563	0.36%	0.34%	2.33%
9/30/19	13.88	0.28	0.03	0.31	(0.36)	(1.35)	(1.71)	12.48	4.38%	106,439	0.36%	0.34%	2.33%
9/30/18	13.35	0.24	0.78	1.02	(0.44)	(0.05)	(0.49)	13.88	7.78%	104,308	0.35%	0.34%	1.79%
Class R4
9/30/22	$ 13.53	$ 0.27	$ (2.46)	$ (2.19)	$ (0.37)	$ (1.16)	$ (1.53)	$ 9.81	(18.47%)	$ 22,702	0.52%	0.49%	2.27%
9/30/21	11.82	0.20	2.08	2.28	(0.29)	(0.28)	(0.57)	13.53	19.74%	33,601	0.51%	0.49%	1.55%
9/30/20	12.29	0.29	0.38	0.67	(0.25)	(0.89)	(1.14)	11.82	5.42%	34,745	0.51%	0.49%	2.50%
9/30/19	13.69	0.27	0.02	0.29	(0.34)	(1.35)	(1.69)	12.29	4.23%	57,900	0.51%	0.49%	2.22%
9/30/18	13.18	0.21	0.78	0.99	(0.43)	(0.05)	(0.48)	13.69	7.62%	68,964	0.50%	0.49%	1.57%
Class A
9/30/22	$ 13.64	$ 0.27	$ (2.50)	$ (2.23)	$ (0.31)	$ (1.16)	$ (1.47)	$ 9.94	(18.55%)	$ 26,417	0.62%	0.59%	2.27%
9/30/21	11.92	0.25	2.05	2.30	(0.30)	(0.28)	(0.58)	13.64	19.67%	37,483	0.61%	0.59%	1.88%
9/30/20	12.39	0.19	0.47	0.66	(0.24)	(0.89)	(1.13)	11.92	5.34%	92,603	0.61%	0.59%	1.66%
9/30/19	13.78	0.23	0.05	0.28	(0.32)	(1.35)	(1.67)	12.39	4.13%	73,893	0.61%	0.59%	1.92%
9/30/18	13.25	0.20	0.78	0.98	(0.40)	(0.05)	(0.45)	13.78	7.52%	75,440	0.60%	0.59%	1.44%
Class R3
9/30/22	$ 13.28	$ 0.24	$ (2.41)	$ (2.17)	$ (0.35)	$ (1.16)	$ (1.51)	$ 9.60	(18.67%)	$ 70,110	0.77%	0.74%	2.05%
9/30/21	11.62	0.18	2.03	2.21	(0.27)	(0.28)	(0.55)	13.28	19.41%	87,304	0.76%	0.74%	1.38%
9/30/20	12.09	0.20	0.43	0.63	(0.21)	(0.89)	(1.10)	11.62	5.21%	89,115	0.76%	0.74%	1.78%
9/30/19	13.50	0.25	0.00^d	0.25	(0.31)	(1.35)	(1.66)	12.09	3.92%	103,094	0.76%	0.74%	2.08%
9/30/18	13.00	0.18	0.77	0.95	(0.40)	(0.05)	(0.45)	13.50	7.38%	118,905	0.75%	0.74%	1.35%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	58%	32%	70%	39%	63%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 236 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2035 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 14.28	$ 0.31	$ (2.58)	$ (2.27)	$ (0.50)	$ (1.52)	$ (2.02)	$ 9.99	(18.91%)	$ 41,191	0.13%	0.05%	2.56%
9/30/21	12.07	0.21	2.59	2.80	(0.31)	(0.28)	(0.59)	14.28	23.66%	53,885	0.12%	0.05%	1.54%
9/30/20	12.73	0.26	0.48	0.74	(0.30)	(1.10)	(1.40)	12.07	5.75%	42,470	0.12%	0.05%	2.23%
9/30/19	14.18	0.32	(0.09)^aa	0.23	(0.41)	(1.27)	(1.68)	12.73	3.77%	33,309	0.12%	0.05%	2.56%
9/30/18	13.77	0.25	0.93	1.18	(0.51)	(0.26)	(0.77)	14.18	8.81%	21,586	0.11%	0.07%	1.83%
Class R5
9/30/22	$ 14.30	$ 0.30	$ (2.59)	$ (2.29)	$ (0.49)	$ (1.52)	$ (2.01)	$ 10.00	(19.03%)	$ 2,624	0.23%	0.15%	2.46%
9/30/21	12.09	0.18	2.61	2.79	(0.30)	(0.28)	(0.58)	14.30	23.52%	3,537	0.22%	0.15%	1.30%
9/30/20	12.75	0.23	0.50	0.73	(0.29)	(1.10)	(1.39)	12.09	5.67%	2,270	0.22%	0.15%	1.91%
9/30/19	14.16	0.05	0.17	0.22	(0.36)	(1.27)	(1.63)	12.75	3.68%	1,801	0.22%	0.15%	0.41%
9/30/18	13.75	0.43	0.73	1.16	(0.49)	(0.26)	(0.75)	14.16	8.68%	132	0.21%	0.18%	3.09%
Service Class
9/30/22	$ 14.47	$ 0.30	$ (2.63)	$ (2.33)	$ (0.47)	$ (1.52)	$ (1.99)	$ 10.15	(19.06%)	$ 6,293	0.33%	0.25%	2.42%
9/30/21	12.23	0.20	2.60	2.80	(0.28)	(0.28)	(0.56)	14.47	23.36%	8,127	0.32%	0.25%	1.43%
9/30/20	12.87	0.23	0.50	0.73	(0.27)	(1.10)	(1.37)	12.23	5.60%	8,234	0.32%	0.25%	1.89%
9/30/19	14.30	0.33	(0.12)^aa	0.21	(0.37)	(1.27)	(1.64)	12.87	3.55%	8,093	0.32%	0.25%	2.62%
9/30/18	13.88	0.25	0.91	1.16	(0.48)	(0.26)	(0.74)	14.30	8.59%	12,908	0.31%	0.27%	1.78%
Administrative Class
9/30/22	$ 14.39	$ 0.29	$ (2.62)	$ (2.33)	$ (0.46)	$ (1.52)	$ (1.98)	$ 10.08	(19.17%)	$ 20,432	0.43%	0.35%	2.35%
9/30/21	12.16	0.17	2.61	2.78	(0.27)	(0.28)	(0.55)	14.39	23.29%	32,891	0.42%	0.35%	1.24%
9/30/20	12.81	0.22	0.49	0.71	(0.26)	(1.10)	(1.36)	12.16	5.46%	28,848	0.42%	0.35%	1.83%
9/30/19	14.25	0.29	(0.09)^aa	0.20	(0.37)	(1.27)	(1.64)	12.81	3.44%	32,361	0.42%	0.35%	2.31%
9/30/18	13.83	0.23	0.92	1.15	(0.47)	(0.26)	(0.73)	14.25	8.53%	33,416	0.41%	0.37%	1.63%
Class R4
9/30/22	$ 14.16	$ 0.25	$ (2.56)	$ (2.31)	$ (0.43)	$ (1.52)	$ (1.95)	$ 9.90	(19.29%)	$ 18,897	0.58%	0.50%	2.02%
9/30/21	11.97	0.17	2.54	2.71	(0.24)	(0.28)	(0.52)	14.16	23.08%	24,087	0.57%	0.50%	1.22%
9/30/20	12.63	0.30	0.38	0.68	(0.24)	(1.10)	(1.34)	11.97	5.30%	24,244	0.57%	0.50%	2.47%
9/30/19	14.06	0.27	(0.09)^aa	0.18	(0.34)	(1.27)	(1.61)	12.63	3.37%	49,044	0.57%	0.50%	2.17%
9/30/18	13.67	0.19	0.91	1.10	(0.45)	(0.26)	(0.71)	14.06	8.28%	56,342	0.56%	0.52%	1.40%
Class A
9/30/22	$ 14.21	$ 0.27	$ (2.62)	$ (2.35)	$ (0.31)	$ (1.52)	$ (1.83)	$ 10.03	(19.34%)	$ 7,392	0.68%	0.60%	2.16%
9/30/21	12.03	0.19	2.52	2.71	(0.25)	(0.28)	(0.53)	14.21	22.92%	13,939	0.67%	0.60%	1.42%
9/30/20	12.69	0.17	0.51	0.68	(0.24)	(1.10)	(1.34)	12.03	5.26%	42,080	0.67%	0.60%	1.48%
9/30/19	14.12	0.22	(0.05)^aa	0.17	(0.33)	(1.27)	(1.60)	12.69	3.21%	34,479	0.67%	0.60%	1.74%
9/30/18	13.70	0.17	0.93	1.10	(0.42)	(0.26)	(0.68)	14.12	8.23%	33,548	0.66%	0.62%	1.25%
Class R3
9/30/22	$ 14.10	$ 0.22	$ (2.55)	$ (2.33)	$ (0.40)	$ (1.52)	$ (1.92)	$ 9.85	(19.50%)	$ 41,463	0.83%	0.75%	1.85%
9/30/21	11.93	0.14	2.53	2.67	(0.22)	(0.28)	(0.50)	14.10	22.76%	53,677	0.82%	0.75%	1.02%
9/30/20	12.58	0.18	0.48	0.66	(0.21)	(1.10)	(1.31)	11.93	5.12%	54,970	0.82%	0.75%	1.51%
9/30/19	14.02	0.24	(0.10)^aa	0.14	(0.31)	(1.27)	(1.58)	12.58	2.99%	61,925	0.82%	0.75%	1.95%
9/30/18	13.62	0.17	0.90	1.07	(0.41)	(0.26)	(0.67)	14.02	8.08%	69,914	0.81%	0.77%	1.26%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	63%	34%	92%	50%	62%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

The amount shown for a share outstanding does not correspond with the aggregate net realized (loss) and net change in unrealized appreciation (depreciation) on investments due to the timing of the commencement of operations of the share class in relation to fluctuating market values of the investments of the Fund.

– 237 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2040 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 14.28	$ 0.27	$ (2.60)	$ (2.33)	$ (0.49)	$ (1.48)	$ (1.97)	$ 9.98	(19.31%)	$ 46,252	0.09%	0.04%	2.25%
9/30/21	11.54	0.19	2.81	3.00	(0.26)	—	(0.26)	14.28	26.26%	51,708	0.08%	0.04%	1.36%
9/30/20	12.19	0.23	0.47	0.70	(0.27)	(1.08)	(1.35)	11.54	5.59%	38,583	0.09%	0.04%	2.06%
9/30/19	13.81	0.28	(0.16)^aa	0.12	(0.39)	(1.35)	(1.74)	12.19	3.22%	28,872	0.09%	0.04%	2.32%
9/30/18	13.23	0.27	0.92	1.19	(0.49)	(0.12)	(0.61)	13.81	9.19%	12,676	0.08%	0.05%	2.00%
Class R5
9/30/22	$ 14.26	$ 0.27	$ (2.60)	$ (2.33)	$ (0.48)	$ (1.48)	$ (1.96)	$ 9.97	(19.36%)	$ 47,871	0.19%	0.14%	2.19%
9/30/21	11.53	0.18	2.80	2.98	(0.25)	—	(0.25)	14.26	26.08%	62,894	0.18%	0.14%	1.35%
9/30/20	12.18	0.24	0.45	0.69	(0.26)	(1.08)	(1.34)	11.53	5.51%	51,048	0.19%	0.14%	2.15%
9/30/19	13.80	0.22	(0.11)^aa	0.11	(0.38)	(1.35)	(1.73)	12.18	3.14%	63,062	0.19%	0.14%	1.84%
9/30/18	13.22	0.26	0.92	1.18	(0.48)	(0.12)	(0.60)	13.80	9.10%	10,301	0.18%	0.15%	1.94%
Service Class
9/30/22	$ 14.33	$ 0.34	$ (2.71)	$ (2.37)	$ (0.46)	$ (1.48)	$ (1.94)	$ 10.02	(19.49%)	$ 11,683	0.29%	0.24%	2.72%
9/30/21	11.58	0.18	2.81	2.99	(0.24)	—	(0.24)	14.33	26.04%	27,788	0.28%	0.24%	1.31%
9/30/20	12.23	0.19	0.48	0.67	(0.24)	(1.08)	(1.32)	11.58	5.32%	25,091	0.29%	0.24%	1.67%
9/30/19	13.81	0.34	(0.23)^aa	0.11	(0.34)	(1.35)	(1.69)	12.23	3.08%	22,042	0.29%	0.24%	2.77%
9/30/18	13.23	0.23	0.93	1.16	(0.46)	(0.12)	(0.58)	13.81	8.95%	68,297	0.28%	0.25%	1.71%
Administrative Class
9/30/22	$ 14.24	$ 0.27	$ (2.63)	$ (2.36)	$ (0.45)	$ (1.48)	$ (1.93)	$ 9.95	(19.56%)	$ 43,754	0.39%	0.34%	2.22%
9/30/21	11.51	0.15	2.81	2.96	(0.23)	—	(0.23)	14.24	25.89%	65,351	0.38%	0.34%	1.08%
9/30/20	12.17	0.23	0.42	0.65	(0.23)	(1.08)	(1.31)	11.51	5.18%	52,611	0.39%	0.34%	1.99%
9/30/19	13.77	0.26	(0.16)^aa	0.10	(0.35)	(1.35)	(1.70)	12.17	2.99%	75,729	0.39%	0.34%	2.20%
9/30/18	13.19	0.22	0.92	1.14	(0.44)	(0.12)	(0.56)	13.77	8.86%	73,290	0.38%	0.35%	1.66%
Class R4
9/30/22	$ 13.97	$ 0.23	$ (2.56)	$ (2.33)	$ (0.42)	$ (1.48)	$ (1.90)	$ 9.74	(19.70%)	$ 15,650	0.54%	0.49%	1.87%
9/30/21	11.29	0.14	2.74	2.88	(0.20)	—	(0.20)	13.97	25.69%	21,449	0.53%	0.49%	1.07%
9/30/20	11.96	0.24	0.38	0.62	(0.21)	(1.08)	(1.29)	11.29	5.04%	24,740	0.54%	0.49%	2.15%
9/30/19	13.56	0.24	(0.16)^aa	0.08	(0.33)	(1.35)	(1.68)	11.96	2.84%	43,641	0.54%	0.49%	2.05%
9/30/18	13.01	0.19	0.91	1.10	(0.43)	(0.12)	(0.55)	13.56	8.63%	46,980	0.53%	0.50%	1.40%
Class A
9/30/22	$ 14.10	$ 0.24	$ (2.62)	$ (2.38)	$ (0.35)	$ (1.48)	$ (1.83)	$ 9.89	(19.73%)	$ 15,262	0.64%	0.59%	1.93%
9/30/21	11.41	0.15	2.74	2.89	(0.20)	—	(0.20)	14.10	25.54%	25,723	0.63%	0.59%	1.13%
9/30/20	12.07	0.15	0.48	0.63	(0.21)	(1.08)	(1.29)	11.41	5.03%	49,795	0.64%	0.59%	1.34%
9/30/19	13.66	0.20	(0.14)^aa	0.06	(0.30)	(1.35)	(1.65)	12.07	2.68%	42,006	0.64%	0.59%	1.71%
9/30/18	13.09	0.18	0.92	1.10	(0.41)	(0.12)	(0.53)	13.66	8.54%	44,233	0.63%	0.60%	1.34%
Class R3
9/30/22	$ 13.70	$ 0.19	$ (2.50)	$ (2.31)	$ (0.39)	$ (1.48)	$ (1.87)	$ 9.52	(19.88%)	$ 43,439	0.79%	0.74%	1.64%
9/30/21	11.09	0.11	2.68	2.79	(0.18)	—	(0.18)	13.70	25.36%	52,607	0.78%	0.74%	0.85%
9/30/20	11.75	0.15	0.45	0.60	(0.18)	(1.08)	(1.26)	11.09	4.92%	54,015	0.79%	0.74%	1.34%
9/30/19	13.36	0.21	(0.18)^aa	0.03	(0.29)	(1.35)	(1.64)	11.75	2.48%	59,312	0.79%	0.74%	1.85%
9/30/18	12.82	0.16	0.90	1.06	(0.40)	(0.12)	(0.52)	13.36	8.44%	64,385	0.78%	0.75%	1.19%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	61%	33%	89%	40%	59%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 238 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2045 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 14.76	$ 0.27	$ (2.59)	$ (2.32)	$ (0.53)	$ (1.94)	$ (2.47)	$ 9.97	(19.49%)	$ 26,481	0.18%	0.02%	2.15%
9/30/21	11.96	0.17	3.18	3.35	(0.24)	(0.31)	(0.55)	14.76	28.57%	30,290	0.16%	0.02%	1.24%
9/30/20	12.75	0.24	0.48	0.72	(0.29)	(1.22)	(1.51)	11.96	5.41%	21,522	0.18%	0.02%	2.04%
9/30/19	14.41	0.29	(0.18)^aa	0.11	(0.39)	(1.38)	(1.77)	12.75	3.08%	19,099	0.18%	0.02%	2.32%
9/30/18	13.88	0.21	1.06	1.27	(0.51)	(0.23)	(0.74)	14.41	9.38%	9,650	0.18%	0.03%	1.51%
Class R5
9/30/22	$ 14.76	$ 0.25	$ (2.59)	$ (2.34)	$ (0.51)	$ (1.94)	$ (2.45)	$ 9.97	(19.57%)	$ 1,199	0.28%	0.12%	2.01%
9/30/21	11.96	0.17	3.17	3.34	(0.23)	(0.31)	(0.54)	14.76	28.46%	1,327	0.26%	0.12%	1.17%
9/30/20	12.76	0.20	0.50	0.70	(0.28)	(1.22)	(1.50)	11.96	5.25%	935	0.28%	0.12%	1.70%
9/30/19	14.41	0.12	(0.02)^aa	0.10	(0.37)	(1.38)	(1.75)	12.76	3.02%	750	0.28%	0.12%	0.92%
9/30/18	13.88	0.33	0.92	1.25	(0.49)	(0.23)	(0.72)	14.41	9.24%	147	0.28%	0.14%	2.33%
Service Class
9/30/22	$ 14.77	$ 0.29	$ (2.66)	$ (2.37)	$ (0.49)	$ (1.94)	$ (2.43)	$ 9.97	(19.74%)	$ 3,251	0.38%	0.22%	2.32%
9/30/21	11.97	0.16	3.17	3.33	(0.22)	(0.31)	(0.53)	14.77	28.30%	4,642	0.36%	0.22%	1.14%
9/30/20	12.75	0.20	0.48	0.68	(0.24)	(1.22)	(1.46)	11.97	5.15%	4,391	0.38%	0.22%	1.69%
9/30/19	14.39	0.32	(0.23)^aa	0.09	(0.35)	(1.38)	(1.73)	12.75	2.92%	3,874	0.38%	0.22%	2.58%
9/30/18	13.86	0.23	1.01	1.24	(0.48)	(0.23)	(0.71)	14.39	9.19%	9,964	0.38%	0.24%	1.66%
Administrative Class
9/30/22	$ 14.67	$ 0.25	$ (2.60)	$ (2.35)	$ (0.48)	$ (1.94)	$ (2.42)	$ 9.90	(19.76%)	$ 17,419	0.48%	0.32%	1.99%
9/30/21	11.90	0.12	3.17	3.29	(0.21)	(0.31)	(0.52)	14.67	28.11%	26,780	0.46%	0.32%	0.87%
9/30/20	12.69	0.19	0.49	0.68	(0.25)	(1.22)	(1.47)	11.90	5.12%	19,671	0.48%	0.32%	1.59%
9/30/19	14.35	0.26	(0.19)^aa	0.07	(0.35)	(1.38)	(1.73)	12.69	2.72%	21,597	0.48%	0.32%	2.12%
9/30/18	13.82	0.22	1.01	1.23	(0.47)	(0.23)	(0.70)	14.35	9.12%	18,549	0.48%	0.34%	1.54%
Class R4
9/30/22	$ 14.42	$ 0.20	$ (2.53)	$ (2.33)	$ (0.45)	$ (1.94)	$ (2.39)	$ 9.70	(19.92%)	$ 15,864	0.63%	0.47%	1.67%
9/30/21	11.70	0.12	3.10	3.22	(0.19)	(0.31)	(0.50)	14.42	27.98%	19,388	0.61%	0.47%	0.90%
9/30/20	12.51	0.24	0.40	0.64	(0.23)	(1.22)	(1.45)	11.70	4.89%	18,225	0.63%	0.47%	2.04%
9/30/19	14.15	0.24	(0.18)^aa	0.06	(0.32)	(1.38)	(1.70)	12.51	2.68%	29,963	0.63%	0.47%	1.93%
9/30/18	13.65	0.20	0.98	1.18	(0.45)	(0.23)	(0.68)	14.15	8.86%	30,899	0.63%	0.49%	1.42%
Class A
9/30/22	$ 14.50	$ 0.20	$ (2.58)	$ (2.38)	$ (0.32)	$ (1.94)	$ (2.26)	$ 9.86	(19.94%)	$ 6,267	0.73%	0.57%	1.60%
9/30/21	11.77	0.14	3.09	3.23	(0.19)	(0.31)	(0.50)	14.50	27.88%	11,723	0.71%	0.57%	1.04%
9/30/20	12.58	0.14	0.49	0.63	(0.22)	(1.22)	(1.44)	11.77	4.79%	28,190	0.73%	0.57%	1.18%
9/30/19	14.22	0.20	(0.15)^aa	0.05	(0.31)	(1.38)	(1.69)	12.58	2.54%	19,901	0.73%	0.57%	1.61%
9/30/18	13.70	0.18	0.99	1.17	(0.42)	(0.23)	(0.65)	14.22	8.77%	19,675	0.74%	0.59%	1.25%
Class R3
9/30/22	$ 14.36	0.18	$ (2.53)	$ (2.35)	$ (0.41)	$ (1.94)	$ (2.35)	$ 9.66	(20.09%)	$ 30,594	0.88%	0.72%	1.50%
9/30/21	11.66	0.10	3.06	3.16	(0.15)	(0.31)	(0.46)	14.36	27.59%	40,009	0.86%	0.72%	0.72%
9/30/20	12.47	0.14	0.47	0.61	(0.20)	(1.22)	(1.42)	11.66	4.62%	42,710	0.88%	0.72%	1.25%
9/30/19	14.11	0.22	(0.19)^aa	0.03	(0.29)	(1.38)	(1.67)	12.47	2.41%	46,767	0.88%	0.72%	1.82%
9/30/18	13.61	0.16	0.99	1.15	(0.42)	(0.23)	(0.65)	14.11	8.62%	49,481	0.88%	0.74%	1.19%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	63%	34%	95%	46%	58%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 239 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2050 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.46	$ 0.19	$ (1.91)	$ (1.72)	$ (0.36)	$ (1.10)	$ (1.46)	$ 7.28	(19.60%)	$ 26,439	0.12%	0.02%	2.08%
9/30/21	8.31	0.12	2.23	2.35	(0.17)	(0.03)	(0.20)	10.46	28.53%	26,674	0.12%	0.02%	1.21%
9/30/20	8.80	0.16	0.33	0.49	(0.19)	(0.79)	(0.98)	8.31	5.29%	18,528	0.13%	0.02%	2.02%
9/30/19	10.18	0.20	(0.15)^aa	0.05	(0.28)	(1.15)	(1.43)	8.80	3.10%	15,050	0.14%	0.02%	2.27%
9/30/18	9.77	0.18	0.77	0.95	(0.36)	(0.18)	(0.54)	10.18	10.02%	5,973	0.14%	0.04%	1.82%
Class R5
9/30/22	$ 10.44	$ 0.18	$ (1.91)	$ (1.73)	$ (0.35)	$ (1.10)	$ (1.45)	$ 7.26	(19.73%)	$ 41,662	0.22%	0.12%	2.04%
9/30/21	8.29	0.13	2.21	2.34	(0.16)	(0.03)	(0.19)	10.44	28.49%	50,534	0.22%	0.12%	1.31%
9/30/20	8.78	0.16	0.32	0.48	(0.18)	(0.79)	(0.97)	8.29	5.20%	42,985	0.23%	0.12%	1.93%
9/30/19	10.16	0.17	(0.13)^aa	0.04	(0.27)	(1.15)	(1.42)	8.78	3.03%	45,022	0.24%	0.12%	1.94%
9/30/18	9.76	0.18	0.75	0.93	(0.35)	(0.18)	(0.53)	10.16	9.83%	5,701	0.24%	0.14%	1.78%
Service Class
9/30/22	$ 10.50	$ 0.22	$ (1.97)	$ (1.75)	$ (0.34)	$ (1.10)	$ (1.44)	$ 7.31	(19.78%)	$ 4,478	0.32%	0.22%	2.39%
9/30/21	8.34	0.12	2.23	2.35	(0.16)	(0.03)	(0.19)	10.50	28.34%	12,565	0.32%	0.22%	1.19%
9/30/20	8.82	0.13	0.34	0.47	(0.16)	(0.79)	(0.95)	8.34	5.13%	10,119	0.33%	0.22%	1.59%
9/30/19	10.17	0.24	(0.20)^aa	0.04	(0.24)	(1.15)	(1.39)	8.82	2.92%	8,399	0.34%	0.22%	2.73%
9/30/18	9.76	0.15	0.78	0.93	(0.34)	(0.18)	(0.52)	10.17	9.81%	41,405	0.34%	0.24%	1.55%
Administrative Class
9/30/22	$ 10.45	$ 0.18	$ (1.93)	$ (1.75)	$ (0.33)	$ (1.10)	$ (1.43)	$ 7.27	(19.88%)	$ 34,706	0.42%	0.32%	1.95%
9/30/21	8.30	0.09	2.23	2.32	(0.14)	(0.03)	(0.17)	10.45	28.20%	46,558	0.42%	0.32%	0.91%
9/30/20	8.79	0.16	0.30	0.46	(0.16)	(0.79)	(0.95)	8.30	4.98%	34,367	0.43%	0.32%	1.97%
9/30/19	10.16	0.18	(0.15)^aa	0.03	(0.25)	(1.15)	(1.40)	8.79	2.84%	52,850	0.44%	0.32%	2.06%
9/30/18	9.75	0.15	0.77	0.92	(0.33)	(0.18)	(0.51)	10.16	9.72%	44,569	0.44%	0.34%	1.47%
Class R4
9/30/22	$ 10.29	$ 0.15	$ (1.88)	$ (1.73)	$ (0.31)	$ (1.10)	$ (1.41)	$ 7.15	(19.97%)	$ 12,419	0.57%	0.47%	1.72%
9/30/21	8.18	0.08	2.19	2.27	(0.13)	(0.03)	(0.16)	10.29	27.93%	16,268	0.57%	0.47%	0.86%
9/30/20	8.68	0.16	0.28	0.44	(0.15)	(0.79)	(0.94)	8.18	4.78%	15,258	0.58%	0.47%	1.93%
9/30/19	10.05	0.16	(0.15)^aa	0.01	(0.23)	(1.15)	(1.38)	8.68	2.66%	23,206	0.59%	0.47%	1.91%
9/30/18	9.65	0.13	0.77	0.90	(0.32)	(0.18)	(0.50)	10.05	9.56%	22,706	0.59%	0.49%	1.37%
Class A
9/30/22	$ 10.35	$ 0.15	$ (1.91)	$ (1.76)	$ (0.26)	$ (1.10)	$ (1.36)	$ 7.23	(20.08%)	$ 8,582	0.67%	0.57%	1.67%
9/30/21	8.23	0.10	2.18	2.28	(0.13)	(0.03)	(0.16)	10.35	27.87%	14,761	0.67%	0.57%	1.00%
9/30/20	8.72	0.10	0.34	0.44	(0.14)	(0.79)	(0.93)	8.23	4.81%	26,813	0.68%	0.57%	1.22%
9/30/19	10.08	0.15	(0.14)^aa	0.01	(0.22)	(1.15)	(1.37)	8.72	2.54%	21,195	0.69%	0.57%	1.70%
9/30/18	9.68	0.12	0.76	0.88	(0.30)	(0.18)	(0.48)	10.08	9.34%	20,721	0.69%	0.59%	1.25%
Class R3
9/30/22	$ 10.20	$ 0.13	$ (1.87)	$ (1.74)	$ (0.29)	$ (1.10)	$ (1.39)	$ 7.07	(20.23%)	$ 28,557	0.82%	0.72%	1.47%
9/30/21	8.11	0.07	2.16	2.23	(0.11)	(0.03)	(0.14)	10.20	27.70%	34,349	0.82%	0.72%	0.71%
9/30/20	8.60	0.10	0.32	0.42	(0.12)	(0.79)	(0.91)	8.11	4.59%	32,608	0.83%	0.72%	1.23%
9/30/19	9.96	0.16	(0.16)^aa	0.00^d	(0.21)	(1.15)	(1.36)	8.60	2.44%	34,061	0.84%	0.72%	1.86%
9/30/18	9.57	0.11	0.76	0.87	(0.30)	(0.18)	(0.48)	9.96	9.28%	39,324	0.84%	0.74%	1.13%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	60%	36%	92%	40%	65%

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 240 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2055 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.33	$ 0.23	$ (2.26)	$ (2.03)	$ (0.44)	$ (1.27)	$ (1.71)	$ 8.59	(19.58%)	$ 12,871	0.34%	0.00%	2.15%
9/30/21	10.15	0.14	2.67	2.81	(0.21)	(0.42)	(0.63)	12.33	28.46%	13,996	0.33%	0.00%	1.20%
9/30/20	10.73	0.21	0.40	0.61	(0.23)	(0.96)	(1.19)	10.15	5.43%	9,429	0.39%	0.00%	2.09%
9/30/19	12.04	0.24	(0.13)^aa	0.11	(0.33)	(1.09)	(1.42)	10.73	3.15%	7,761	0.41%	0.00%	2.31%
9/30/18	11.71	0.19	0.94	1.13	(0.44)	(0.36)	(0.80)	12.04	9.97%	3,804	0.49%	0.02%	1.61%
Class R5
9/30/22	$ 12.33	$ 0.21	$ (2.26)	$ (2.05)	$ (0.42)	$ (1.27)	$ (1.69)	$ 8.59	(19.69%)	$ 877	0.44%	0.10%	1.97%
9/30/21	10.15	0.10	2.70	2.80	(0.20)	(0.42)	(0.62)	12.33	28.35%	1,523	0.43%	0.10%	0.79%
9/30/20	10.73	0.17	0.43	0.60	(0.22)	(0.96)	(1.18)	10.15	5.34%	643	0.49%	0.10%	1.72%
9/30/19	12.04	0.17	(0.08)^aa	0.09	(0.31)	(1.09)	(1.40)	10.73	3.02%	534	0.51%	0.10%	1.61%
9/30/18	11.71	0.15	0.96	1.11	(0.42)	(0.36)	(0.78)	12.04	9.84%	231	0.59%	0.11%	1.24%
Service Class
9/30/22	$ 12.38	$ 0.23	$ (2.31)	$ (2.08)	$ (0.41)	$ (1.27)	$ (1.68)	$ 8.62	(19.85%)	$ 2,666	0.54%	0.20%	2.12%
9/30/21	10.18	0.13	2.68	2.81	(0.19)	(0.42)	(0.61)	12.38	28.34%	3,260	0.53%	0.20%	1.11%
9/30/20	10.75	0.18	0.40	0.58	(0.19)	(0.96)	(1.15)	10.18	5.15%	2,498	0.59%	0.20%	1.77%
9/30/19	12.05	0.28	(0.19)^aa	0.09	(0.30)	(1.09)	(1.39)	10.75	2.99%	2,291	0.61%	0.20%	2.63%
9/30/18	11.72	0.18	0.93	1.11	(0.42)	(0.36)	(0.78)	12.05	9.78%	5,512	0.69%	0.22%	1.55%
Administrative Class
9/30/22	$ 12.28	$ 0.20	$ (2.27)	$ (2.07)	$ (0.40)	$ (1.27)	$ (1.67)	$ 8.54	(19.92%)	$ 8,852	0.64%	0.30%	1.87%
9/30/21	10.11	0.10	2.67	2.77	(0.18)	(0.42)	(0.60)	12.28	28.13%	10,954	0.63%	0.30%	0.85%
9/30/20	10.69	0.16	0.42	0.58	(0.20)	(0.96)	(1.16)	10.11	5.13%	7,482	0.69%	0.30%	1.61%
9/30/19	12.00	0.21	(0.14)^aa	0.07	(0.29)	(1.09)	(1.38)	10.69	2.79%	8,364	0.71%	0.30%	1.98%
9/30/18	11.67	0.18	0.92	1.10	(0.41)	(0.36)	(0.77)	12.00	9.73%	6,286	0.79%	0.32%	1.52%
Class R4
9/30/22	$ 12.20	$ 0.19	$ (2.25)	$ (2.06)	$ (0.38)	$ (1.27)	$ (1.65)	$ 8.49	(19.98%)	$ 5,976	0.79%	0.45%	1.76%
9/30/21	10.04	0.11	2.63	2.74	(0.16)	(0.42)	(0.58)	12.20	28.02%	7,822	0.78%	0.45%	0.92%
9/30/20	10.64	0.22	0.33	0.55	(0.19)	(0.96)	(1.15)	10.04	4.85%	6,887	0.84%	0.45%	2.20%
9/30/19	11.94	0.21	(0.14)^aa	0.07	(0.28)	(1.09)	(1.37)	10.64	2.75%	12,251	0.86%	0.45%	2.02%
9/30/18	11.62	0.14	0.93	1.07	(0.39)	(0.36)	(0.75)	11.94	9.50%	11,111	0.94%	0.47%	1.19%
Class A
9/30/22	$ 12.23	$ 0.14	$ (2.26)	$ (2.12)	$ (0.17)	$ (1.27)	$ (1.44)	$ 8.67	(19.98%)	$ 1,265	0.89%	0.55%	1.27%
9/30/21	10.08	0.11	2.62	2.73	(0.16)	(0.42)	(0.58)	12.23	27.80%	6,298	0.88%	0.55%	0.96%
9/30/20	10.67	0.13	0.42	0.55	(0.18)	(0.96)	(1.14)	10.08	4.83%	10,137	0.94%	0.55%	1.29%
9/30/19	11.97	0.16	(0.11)^aa	0.05	(0.26)	(1.09)	(1.35)	10.67	2.55%	7,587	0.96%	0.55%	1.57%
9/30/18	11.64	0.12	0.94	1.06	(0.37)	(0.36)	(0.73)	11.97	9.41%	7,070	1.04%	0.57%	1.02%
Class R3
9/30/22	$ 12.12	$ 0.15	$ (2.23)	$ (2.08)	$ (0.35)	$ (1.27)	$ (1.62)	$ 8.42	(20.23%)	$ 20,114	1.04%	0.70%	1.46%
9/30/21	9.99	0.09	2.60	2.69	(0.14)	(0.42)	(0.56)	12.12	27.60%	23,885	1.03%	0.70%	0.76%
9/30/20	10.58	0.11	0.42	0.53	(0.16)	(0.96)	(1.12)	9.99	4.69%	24,149	1.09%	0.70%	1.17%
9/30/19	11.88	0.19	(0.15)^aa	0.04	(0.25)	(1.09)	(1.34)	10.58	2.44%	22,185	1.11%	0.70%	1.79%
9/30/18	11.57	0.13	0.90	1.03	(0.36)	(0.36)	(0.72)	11.88	9.22%	21,236	1.19%	0.72%	1.10%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	64%	38%	89%	50%	62%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

– 241 –

MASSMUTUAL RETIRESMART^SM BY JPMORGAN 2060 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.03	$ 0.24	$ (2.27)	$ (2.03)	$ (0.41)	$ (1.05)	$ (1.46)	$ 8.54	(19.60%)	$ 11,505	0.95%	0.00%	2.31%
9/30/21	9.91	0.15	2.59	2.74	(0.20)	(0.42)	(0.62)	12.03	28.43%	14,808	1.07%	0.00%	1.29%
9/30/20	10.53	0.20	0.39	0.59	(0.23)	(0.98)	(1.21)	9.91	5.39%	10,758	1.32%	0.00%	2.06%
9/30/19	11.92	0.28	(0.19)	0.09	(0.32)	(1.16)	(1.48)	10.53	3.15%	10,904	1.57%	0.00%	2.70%
9/30/18	11.40	0.22	0.89	1.11	(0.39)	(0.20)	(0.59)	11.92	10.03%	11,994	1.68%	0.02%	1.90%
Class R5
9/30/22	$ 12.00	$ 0.22	$ (2.26)	$ (2.04)	$ (0.37)	$ (1.05)	$ (1.42)	$ 8.54	(19.72%)	$ 194	1.05%	0.10%	2.05%
9/30/21	9.89	0.13	2.59	2.72	(0.19)	(0.42)	(0.61)	12.00	28.27%	1,352	1.17%	0.10%	1.12%
9/30/20	10.51	0.25	0.33	0.58	(0.22)	(0.98)	(1.20)	9.89	5.33%	764	1.42%	0.10%	2.51%
9/30/19	11.91	0.10	(0.03)	0.07	(0.31)	(1.16)	(1.47)	10.51	2.96%	1,257	1.67%	0.10%	1.01%
9/30/18	11.39	0.13	0.97	1.10	(0.38)	(0.20)	(0.58)	11.91	9.94%	319	1.78%	0.11%	1.09%
Service Class
9/30/22	$ 11.97	$ 0.21	$ (2.24)	$ (2.03)	$ (0.40)	$ (1.05)	$ (1.45)	$ 8.49	(19.75%)	$ 1,215	1.15%	0.20%	1.97%
9/30/21	9.87	0.12	2.58	2.70	(0.18)	(0.42)	(0.60)	11.97	28.15%	2,047	1.27%	0.21%	1.03%
9/30/20	10.49	0.12	0.45	0.57	(0.21)	(0.98)	(1.19)	9.87	5.23%	1,453	1.52%	0.20%	1.20%
9/30/19	11.90	0.32	(0.27)	0.05	(0.30)	(1.16)	(1.46)	10.49	2.79%	529	1.77%	0.20%	3.10%
9/30/18	11.38	0.12	0.98	1.10	(0.38)	(0.20)	(0.58)	11.90	9.88%	668	1.88%	0.21%	1.01%
Administrative Class
9/30/22	$ 11.95	$ 0.19	$ (2.25)	$ (2.06)	$ (0.38)	$ (1.05)	$ (1.43)	$ 8.46	(19.96%)	$ 1,788	1.25%	0.30%	1.81%
9/30/21	9.85	0.09	2.60	2.69	(0.17)	(0.42)	(0.59)	11.95	28.08%	2,210	1.37%	0.33%	0.79%
9/30/20	10.48	0.12	0.43	0.55	(0.20)	(0.98)	(1.18)	9.85	5.07%	1,304	1.62%	0.30%	1.29%
9/30/19	11.87	0.20	(0.15)	0.05	(0.28)	(1.16)	(1.44)	10.48	2.81%	665	1.87%	0.30%	1.97%
9/30/18	11.36	0.17	0.91	1.08	(0.37)	(0.20)	(0.57)	11.87	9.71%	448	1.98%	0.32%	1.47%
Class R4
9/30/22	$ 11.94	$ 0.18	$ (2.25)	$ (2.07)	$ (0.36)	$ (1.05)	$ (1.41)	$ 8.46	(20.02%)	$ 923	1.40%	0.45%	1.74%
9/30/21	9.85	0.11	2.57	2.68	(0.17)	(0.42)	(0.59)	11.94	27.90%	1,019	1.52%	0.45%	0.92%
9/30/20	10.47	0.12	0.42	0.54	(0.18)	(0.98)	(1.16)	9.85	4.97%	769	1.77%	0.45%	1.26%
9/30/19	11.87	0.14	(0.11)	0.03	(0.27)	(1.16)	(1.43)	10.47	2.60%	374	2.02%	0.45%	1.36%
9/30/18	11.36	0.14	0.92	1.06	(0.35)	(0.20)	(0.55)	11.87	9.58%	255	2.13%	0.47%	1.24%
Class A
9/30/22	$ 11.89	$ 0.20	$ (2.28)	$ (2.08)	$ (0.28)	$ (1.05)	$ (1.33)	$ 8.48	(20.10%)	$ 329	1.50%	0.55%	1.86%
9/30/21	9.83	0.12	2.52	2.64	(0.16)	(0.42)	(0.58)	11.89	27.59%	613	1.62%	0.59%	1.04%
9/30/20	10.46	0.07	0.46	0.53	(0.18)	(0.98)	(1.16)	9.83	4.89%	1,190	1.87%	0.55%	0.74%
9/30/19	11.86	0.19	(0.17)	0.02	(0.26)	(1.16)	(1.42)	10.46	2.50%	437	2.12%	0.55%	1.84%
9/30/18	11.35	0.10	0.95	1.05	(0.34)	(0.20)	(0.54)	11.86	9.47%	304	2.23%	0.56%	0.89%
Class R3
9/30/22	$ 11.87	$ 0.14	$ (2.22)	$ (2.08)	$ (0.32)	$ (1.05)	$ (1.37)	$ 8.42	(20.18%)	$ 1,343	1.65%	0.70%	1.34%
9/30/21	9.80	0.12	2.51	2.63	(0.14)	(0.42)	(0.56)	11.87	27.53%	1,510	1.77%	0.70%	1.03%
9/30/20	10.41	0.08	0.43	0.51	(0.14)	(0.98)	(1.12)	9.80	4.66%	1,885	2.02%	0.70%	0.89%
9/30/19	11.80	0.14	(0.12)	0.02	(0.25)	(1.16)	(1.41)	10.41	2.49%	1,096	2.27%	0.70%	1.38%
9/30/18	11.32	0.08	0.94	1.02	(0.34)	(0.20)	(0.54)	11.80	9.20%	800	2.38%	0.72%	0.73%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	78%	38%	77%	51%	58%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

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Index Descriptions

The Lipper Balanced Fund Index is an unmanaged, equally weighted index of the 30 largest mutual funds within the Lipper Balanced Category. The Index does not reflect any deduction for taxes and cannot be purchased directly by investors.

The S&P Target Date® Index Series consists of 13 multi-asset class indexes: the S&P Target Date Retirement Income Index and 12 date-specific indexes, corresponding to a specific target retirement date. Each index provides varying levels of exposure to equities and fixed income. Each target date allocation is created and retired according to a pre-determined schedule related to the respective target date. Each Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

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MassMutual Funds

1295 State Street

Springfield, Massachusetts 01111-0001

Learning More About the Funds

How to Obtain Information

From the Funds:

From the SEC:

When obtaining information about the Funds from the SEC, you may find it useful to reference the

Funds’ SEC file number: 811-8274.

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MASSMUTUAL FUNDS

This Prospectus describes the following Funds:

Fund Name

Class I

Class M5

Class M4

Class M3

MassMutual Select T. Rowe Price Retirement Balanced Fund

MMBVX

MMBWX

MMBYX

MMBZX

MassMutual Select T. Rowe Price Retirement 2005 Fund

MMFBX

MMFDX

MMFEX

MMFGX

MassMutual Select T. Rowe Price Retirement 2010 Fund

MMXBX

MMXCX

MMXDX

MMXEX

MassMutual Select T. Rowe Price Retirement 2015 Fund

MMFHX

MMFJX

MMFKX

MMFLX

MassMutual Select T. Rowe Price Retirement 2020 Fund

MMTWX

MMTTX

MMTUX

MMTVX

MassMutual Select T. Rowe Price Retirement 2025 Fund

MMTFX

MMTGX

MMTHX

MMTIX

MassMutual Select T. Rowe Price Retirement 2030 Fund

MMTRX

MMTOX

MMTPX

MMTQX

MassMutual Select T. Rowe Price Retirement 2035 Fund

MMTJX

MMTKX

MMTLX

MMTMX

MassMutual Select T. Rowe Price Retirement 2040 Fund

MMFOX

MMFPX

MMFQX

MMFRX

MassMutual Select T. Rowe Price Retirement 2045 Fund

MMFTX

MMFUX

MMFWX

MMFZX

MassMutual Select T. Rowe Price Retirement 2050 Fund

MMDDX

MMDFX

MMDGX

MMDHX

MassMutual Select T. Rowe Price Retirement 2055 Fund

MMDJX

MMDKX

MMDMX

MMDOX

MassMutual Select T. Rowe Price Retirement 2060 Fund

MMSKX

MMSOX

MMSGX

MMSVX

MassMutual Select T. Rowe Price Retirement 2065 Fund

MMZIX

MMZLX

MMZKX

MMZJX

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

PROSPECTUS

February 1, 2023

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Table Of Contents

	Page
About the Funds
MassMutual Select T. Rowe Price Retirement Balanced Fund		3
MassMutual Select T. Rowe Price Retirement 2005 Fund		12
MassMutual Select T. Rowe Price Retirement 2010 Fund		21
MassMutual Select T. Rowe Price Retirement 2015 Fund		30
MassMutual Select T. Rowe Price Retirement 2020 Fund		39
MassMutual Select T. Rowe Price Retirement 2025 Fund		48
MassMutual Select T. Rowe Price Retirement 2030 Fund		57
MassMutual Select T. Rowe Price Retirement 2035 Fund		66
MassMutual Select T. Rowe Price Retirement 2040 Fund		75
MassMutual Select T. Rowe Price Retirement 2045 Fund		84
MassMutual Select T. Rowe Price Retirement 2050 Fund		93
MassMutual Select T. Rowe Price Retirement 2055 Fund		102
MassMutual Select T. Rowe Price Retirement 2060 Fund		111
MassMutual Select T. Rowe Price Retirement 2065 Fund		120
Additional Information Regarding Investment Objectives and Principal Investment Strategies		128
Disclosure of Portfolio Holdings		132
Additional Information Regarding Principal Risks		132
Management of the Funds
Investment Adviser		150
Subadviser and Portfolio Managers		150
About the Classes of Shares – I, M5, M4, and M3 Shares		152
Distribution Plan, Shareholder Servicing, and Payments to Intermediaries		153
Buying, Redeeming, and Exchanging Shares		154
Cost Basis Reporting		158
Frequent Trading Policies		158
Determining Net Asset Value		160
Taxation and Distributions		161
Financial Highlights		163
Index Descriptions		176

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MassMutual Select T. Rowe Price Retirement Balanced Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees	0.40%	0.55%	0.55%	0.55%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses(1)	0.46%	0.61%	0.86%	1.11%
Expense Reimbursement	(0.12%)	(0.12%)	(0.12%)	(0.12%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)	0.34%	0.49%	0.74%	0.99%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.34%, 0.49%, 0.74%, and 0.99% for Classes I, M5, M4, and M3,

respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	35		$	136		$	246		$	568
Class M5		$	50		$	183		$	328		$	751
Class M4		$	76		$	262		$	465		$	1,050
Class M3		$	101		$	341		$	600		$	1,341

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that pursues its objective by investing in a diversified portfolio of other stock and bond series of both the MassMutual Funds and T. Rowe Price Funds that represent various asset classes and sectors (“Underlying Funds”). The Fund is subadvised by T. Rowe Price Associates, Inc. (“T. Rowe Price”). Underlying Funds in which the Fund invests are predominantly either advised or subadvised by T. Rowe Price. The Fund is intended for retired investors who seek income and relative stability

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from bonds along with some capital appreciation potential from stocks. The Fund’s “neutral” allocations, which are what T. Rowe Price considers broadly appropriate for investors during their retirement years, are 40% stock funds and 60% bond funds. The allocations are referred to as “neutral” allocations because they are strategic and do not reflect any tactical decisions made by T. Rowe Price to overweight or underweight a particular asset class or sector based on its market outlook.

These allocations are intended to reflect the need for reduced market risks, lower portfolio volatility, and an income stream throughout retirement. Although the Fund is designed for investors already in retirement, you should be aware that it does not decrease its equity holdings and become increasingly conservative over time. As such, you may want to consider a more conservative or more aggressive approach depending on your age and specific stage of retirement. The Fund is designed to be part of an investor’s overall retirement strategy, but is not intended as a complete solution to an investor’s retirement needs. While the overall asset mix generally remains consistent over time, tactical decisions may be made by T. Rowe Price to overweight or underweight a particular asset class or sector based on its market outlook. The target allocations assigned to the broad asset classes (Stocks and Bonds), which reflect these tactical decisions resulting from market outlook, are not expected to vary from the neutral allocations by more than plus (+) or minus (-) five percent (5%). The target allocations and actual allocations may differ due to significant market movements or cash flows.

The following table details the way the portfolio is generally expected to be allocated between the asset classes. The table also shows the expected allocations to the Underlying Funds that will be used within those asset classes. The information in the table represents the neutral allocations for the Fund as of February 1, 2023. The Fund’s shareholder reports set forth its actual allocations between stock funds and bond funds and to the individual Underlying Funds. T. Rowe Price may modify the selection of Underlying Funds from time to time, and may invest in other Underlying Funds, including any Underlying Funds that may be created in the future. At any given time, the Fund’s asset allocation may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). A description of the Underlying

Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Stock Funds					40.00%
	MM S&P 500 Index Fund					4.26%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					17.02%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					5.32%
	MassMutual Select T. Rowe Price International Equity Fund					11.40%
	MassMutual Select T. Rowe Price Real Assets Fund					2.00%
	Bond Funds					60.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					24.00%
	T. Rowe Price Dynamic Global Bond Fund					4.00%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.36%
	T. Rowe Price Institutional High Yield Fund					3.02%
	T. Rowe Price Institutional Floating Rate Fund					1.30%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					4.32%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					20.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Because the Fund will invest in Underlying Funds advised by MML Advisers, T. Rowe Price, or their affiliates, the Fund will not invest in funds advised or sponsored by others, even if they are less expensive or have better historical performance records. T. Rowe Price will be subject to a conflict of interest in selecting Underlying Funds, because its selection of Underlying Funds might appear to be influenced by the expected effect of the selection on its revenues or other benefits of the selection to it. T. Rowe Price has advised the Fund that, as a fiduciary to the Fund, T. Rowe Price has a duty to put the best interests of the Fund ahead of its own interest and that, consequently, it will make investment decisions for the Fund in the best interest of the Fund to achieve the Fund’s investment objectives and not for the benefit of T. Rowe Price.

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yield” bonds, including securities in default), inflation-protected securities, bank loans, and short-term investments of any kind. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, real estate investment trusts (“REITs”), rights, and warrants.

An Underlying Fund may engage in foreign currency exchange transactions, including forward contracts, options on currency, futures contracts, and swap contracts, to take long or short positions in foreign currencies in order to enhance its investment return or to attempt to protect against adverse changes in currency exchange rates. An Underlying Fund may be permitted to use a wide variety of additional exchange-traded and over-the-counter derivatives, including options, futures contracts, swap contracts (including interest rate swaps, total return swaps, and credit default swaps), and hybrid instruments. An Underlying Fund may typically use these derivatives for hedging purposes, as a substitute for direct investments, to earn additional income, to gain exposure to securities or markets in which it might not be able to invest directly, or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage.

An Underlying Fund may enter into repurchase agreement transactions. An Underlying Fund may invest in mortgage-backed or other asset-backed securities. An Underlying Fund may enter into dollar roll or reverse repurchase agreement transactions. Some investments by an Underlying Fund may be restricted as to resale or otherwise considered to be illiquid. An Underlying Fund may engage in active and frequent trading and so could have a relatively high portfolio turnover rate. The Fund will bear a pro rata share of the Underlying Funds’ expenses. The Fund also bears all of the risks associated with the investment strategies used by the Underlying Funds.

Principal Risks

activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Convertible Securities Risk Convertible securities are subject to the risks of both debt instruments and equity securities. The price of a convertible

security may change in response to changes in price of the underlying equity security, the credit quality of the issuer, and interest rates. In general, the values of convertible securities tend to decline as interest rates rise and to rise when interest rates fall. A convertible security generally has less potential for gain or loss than the underlying equity security.

Equity Securities Risk Although stocks may have the potential to outperform other asset classes

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over the long term, their prices tend to fluctuate more dramatically over the shorter term. These movements may result from factors affecting individual companies, or from broader influences like changes in interest rates, market conditions, or investor confidence, or announcements of economic, political, or financial information.

agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries

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with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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as management performance, financial leverage, industry problems, and reduced demand for goods or services.

the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: l8op6amckfo7o6abgrjht3hjilq6.jpg]

Highest
Quarter:

2Q ’20,

11.72%

Lowest
Quarter:

1Q ’20,

–10.95%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-12.97	%		3.31	%
	Return After Taxes on Distributions		-15.61	%		1.32	%
	Return After Taxes on Distributions and Sales of Fund Shares		-6.81	%		2.13	%
Class M5	Return Before Taxes		-13.13	%		3.16	%
Class M4	Return Before Taxes		-13.35	%		2.90	%
Class M3	Return Before Taxes		-13.52	%		2.65	%
S&P Target Date Retirement Income Index (reflects no deduction for fees, expenses, or taxes)			-11.17	%		2.49	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

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TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary, the intermediary may receive a one-time or continuing payments

from the Fund, MML Advisers or its affiliates, or others for the sale of Fund shares or continuing shareholder services provided by the intermediary. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. You should contact your intermediary to obtain more information about the compensation it may receive in connection with your investment.

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MassMutual Select T. Rowe Price Retirement 2005 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.42%	0.57%	0.57%	0.57%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses(2)	0.48%	0.63%	0.88%	1.13%
Expense Reimbursement	(0.14%)	(0.14%)	(0.14%)	(0.14%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.34%	0.49%	0.74%	0.99%

(1)

The Management Fees will decline over time in accordance with a predetermined contractual fee schedule, with any annual decrease occurring on June 1st of each year. The fee schedule can only be changed with approval by the Fund’s Board of Trustees, and, if required by SEC rules, the Fund’s shareholders.

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.34%, 0.49%, 0.74%, and 0.99% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	35		$	140		$	255		$	590
Class M5		$	50		$	188		$	337		$	773
Class M4		$	76		$	267		$	474		$	1,071
Class M3		$	101		$	345		$	609		$	1,362

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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relation to its target retirement date. The Fund is subadvised by T. Rowe Price Associates, Inc. (“T. Rowe Price”). Underlying Funds in which the Fund invests are predominantly either advised or subadvised by T. Rowe Price.

The Fund is managed based on the specific retirement year (target date 2005) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would have retired and likely stopped making new investments in the Fund. The Fund is primarily designed for an investor who retired at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retired earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retired on or near the Fund’s target date.

Over time, the allocation to asset classes and funds will change according to a predetermined “glide path” shown in the following chart (the left axis indicates the overall neutral allocation to stocks with the remainder of the allocation to bonds). The glide path represents the shifting of asset classes over time and shows how the Fund’s asset mix becomes more conservative–both prior to and after retirement–as time elapses. This reflects the need for reduced market risks as retirement approaches and the need for lower portfolio volatility after retiring. Although the glide path is meant to dampen the Fund’s potential volatility as retirement approaches, the Fund is not designed for a lump sum redemption at the retirement date. The Fund pursues an asset allocation strategy that promotes asset accumulation prior to retirement, but it is intended to also serve as a post-retirement investment vehicle with allocations designed to support an income stream made up of regular withdrawals throughout retirement along with some portfolio growth that exceeds inflation. After the target date, the Fund is designed to balance longevity and inflation risks along with the need for some income, although it does not guarantee a particular level of income.

[MISSING IMAGE: jr3dah3nnojqqcqd515goir89phg.jpg]

The glide path provides for a neutral allocation to

stocks at the target date of 55%. The Fund’s overall exposure to stocks will continue to decline until approximately 30 years after its target date, when its neutral allocations to stocks and bonds will remain unchanged. There are no maturity restrictions within the Fund’s overall allocation to bonds, although the bond funds in which the Fund invests may impose specific limits on maturity or credit quality. The allocations are referred to as “neutral” allocations because they are strategic and do not reflect any tactical decisions made by T. Rowe Price to overweight or underweight a particular asset class or sector based on its market outlook. The target allocations assigned to the broad asset classes (Stocks and Bonds), which reflect these tactical decisions resulting from market outlook, are not expected to vary from the neutral allocations set forth in the glide path by more than plus (+) or minus (-) five percent (5%). The target allocations and actual allocations may differ due to significant market movements or cash flows.

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including any Underlying Funds that may be created in the future. At any given time, the Fund’s asset allocation may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). A description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Stock Funds					43.00%
	MM S&P 500 Index Fund					4.58%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					18.30%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					5.72%
	MassMutual Select T. Rowe Price International Equity Fund					12.26%
	MassMutual Select T. Rowe Price Real Assets Fund					2.15%
	Bond Funds					57.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					24.00%
	T. Rowe Price Dynamic Global Bond Fund					4.00%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.50%
	T. Rowe Price Institutional High Yield Fund					2.98%
	T. Rowe Price Institutional Floating Rate Fund					1.28%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					4.25%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					17.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Through its investments in Underlying Funds, the Fund will be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography,

industry, and market capitalization), which may include without limitation equity securities of small-, mid-, or large-capitalization U.S. or non-U.S. issuers (including issuers that may only recently have become public companies), fixed income securities of U.S. or non-U.S. private or governmental issuers (including “junk” or “high yield” bonds, including securities in default), inflation-protected securities, bank loans, and short-term investments of any kind. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, real estate investment trusts (“REITs”), rights, and warrants.

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

unsecured; unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. If the Fund relies on a third party to administer a loan, the Fund is subject to the risk that the third party will fail to perform its obligations. In addition, if the Fund holds only a participation interest in a loan made by a third party, the Fund’s receipt of payments on the loan will depend on the third party’s willingness and ability to make those payments to the Fund. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

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original cost and can sometimes be unlimited. If the value of a derivative does not correlate well with the particular market or asset class the derivative is designed to provide exposure to, the derivative may not have the effect or benefit anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will

achieve the intended results and the Fund may incur significant losses.

Real Estate Risk; REIT Risk Real estate-related investments may decline in value as a result of

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factors affecting the real estate industry, such as the supply of real property in certain markets, changes in zoning laws, environmental regulations and other governmental action, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy, losses due to natural disasters, and local and regional market conditions. Investments in REITs may be subject to risks similar to those associated with direct investment in real estate, as well as additional risks associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: a4mrv18u769t9n9kntkr61jsubah.jpg]

Highest
Quarter:

2Q ’20,

11.41%

Lowest
Quarter:

1Q ’20,

–10.42%

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an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-13.51	%		3.11	%
	Return After Taxes on Distributions		-15.90	%		0.81	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.25	%		2.00	%
Class M5	Return Before Taxes		-13.61	%		2.96	%
Class M4	Return Before Taxes		-13.83	%		2.70	%
Class M3	Return Before Taxes		-14.10	%		2.43	%
S&P Target Date Retirement Income Index (reflects no deduction for fees, expenses, or taxes)			-11.17	%		2.49	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2010 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.42%	0.57%	0.57%	0.57%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses(2)	0.48%	0.63%	0.88%	1.13%
Expense Reimbursement	(0.14%)	(0.14%)	(0.14%)	(0.14%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.34%	0.49%	0.74%	0.99%

(1)

(2)

(3)

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	35		$	140		$	255		$	590
Class M5		$	50		$	188		$	337		$	773
Class M4		$	76		$	267		$	474		$	1,071
Class M3		$	101		$	345		$	609		$	1,362

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2010) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would have retired and likely stopped making new investments in the Fund. The Fund is primarily designed for an investor who retired at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retired earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retired on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					46.50%
	MM S&P 500 Index Fund					4.95%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					19.79%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					6.19%
	MassMutual Select T. Rowe Price International Equity Fund					13.25%
	MassMutual Select T. Rowe Price Real Assets Fund					2.33%
	Bond Funds					53.50%
	MassMutual Select T. Rowe Price Bond Asset Fund					23.10%
	T. Rowe Price Dynamic Global Bond Fund					3.85%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.50%
	T. Rowe Price Institutional High Yield Fund					2.82%
	T. Rowe Price Institutional Floating Rate Fund					1.21%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					4.03%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					15.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Through its investments in Underlying Funds, the Fund will be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography,

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will

achieve the intended results and the Fund may incur significant losses.

Real Estate Risk; REIT Risk Real estate-related investments may decline in value as a result of

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event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: a020qo7p3u3lgauhr3afs1pfv1s0.jpg]

Highest
Quarter:

2Q ’20,

12.24%

Lowest
Quarter:

1Q ’20,

–11.43%

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-13.85	%		3.35	%
	Return After Taxes on Distributions		16.72	%		-1.20	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.02	%		2.21	%
Class M5	Return Before Taxes		-14.00	%		3.19	%
Class M4	Return Before Taxes		-14.21	%		2.94	%
Class M3	Return Before Taxes		-14.51	%		2.67	%
S&P Target Date 2010 Index (reflects no deduction for fees, expenses, or taxes)			-11.44	%		2.98	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2015 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.44%	0.59%	0.59%	0.59%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses(2)	0.50%	0.65%	0.90%	1.15%
Expense Reimbursement	(0.14%)	(0.14%)	(0.14%)	(0.14%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.36%	0.51%	0.76%	1.01%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.36%, 0.51%, 0.76%, and 1.01% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	37		$	146		$	266		$	615
Class M5		$	52		$	194		$	348		$	797
Class M4		$	78		$	273		$	485		$	1,095
Class M3		$	103		$	351		$	619		$	1,385

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2015) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would have retired and likely stopped making new investments in the Fund. The Fund is primarily designed for an investor who retired at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retired earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retired on or near the Fund’s target date.

Over time, the allocation to asset classes and funds will change according to a predetermined “glide path” shown in the following chart (the left axis indicates the overall neutral allocation to stocks with the remainder of the allocation to bonds). The glide path represents the shifting of asset classes over time and shows how the Fund’s asset mix becomes more conservative-both prior to and after retirement-as time elapses. This reflects the need for reduced market risks as retirement approaches and the need for lower portfolio volatility after retiring. Although the glide path is meant to dampen the Fund’s potential volatility as retirement approaches, the Fund is not designed for a lump sum redemption at the retirement date. The Fund pursues an asset allocation strategy that promotes asset accumulation prior to retirement, but it is intended to also serve as a post-retirement investment vehicle with allocations designed to support an income stream made up of regular withdrawals throughout retirement along with some portfolio growth that exceeds inflation. After the target date, the Fund is designed to balance longevity and inflation risks along with the need for some income, although it does not guarantee a particular level of income.

The glide path provides for a neutral allocation to

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	Stock Funds					49.50%
	MM S&P 500 Index Fund					5.27%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					21.07%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					6.58%
	MassMutual Select T. Rowe Price International Equity Fund					14.11%
	MassMutual Select T. Rowe Price Real Assets Fund					2.48%
	Bond Funds					50.50%
	MassMutual Select T. Rowe Price Bond Asset Fund					22.50%
	T. Rowe Price Dynamic Global Bond Fund					3.75%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.50%
	T. Rowe Price Institutional High Yield Fund					2.71%
	T. Rowe Price Institutional Floating Rate Fund					1.16%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					3.88%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					13.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Through its investments in Underlying Funds, the Fund will be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography,

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

− 35 −

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Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will

achieve the intended results and the Fund may incur significant losses.

Real Estate Risk; REIT Risk Real estate-related investments may decline in value as a result of

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event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: fntt9u6lha4k45jd3jau3f63i5uo.jpg]

Highest
Quarter:

2Q ’20,

13.18%

Lowest
Quarter:

1Q ’20,

–12.49%

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-14.22	%		3.58	%
	Return After Taxes on Distributions		-17.03	%		1.54	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.16	%		2.43	%
Class M5	Return Before Taxes		-14.35	%		3.44	%
Class M4	Return Before Taxes		-14.55	%		3.17	%
Class M3	Return Before Taxes		-14.83	%		2.91	%
S&P Target Date 2015 Index (reflects no deduction for fees, expenses, or taxes)			-12.16	%		3.21	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2020 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.47%	0.62%	0.62%	0.62%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses(2)	0.53%	0.68%	0.93%	1.18%
Expense Reimbursement	(0.16%)	(0.15%)	(0.15%)	(0.15%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.37%	0.53%	0.78%	1.03%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.37%, 0.53%, 0.78%, and 1.03% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	38		$	154		$	280		$	650
Class M5		$	54		$	202		$	364		$	832
Class M4		$	80		$	281		$	500		$	1,129
Class M3		$	105		$	360		$	635		$	1,418

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2020) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would have retired and likely stopped making new investments in the Fund. The Fund is primarily designed for an investor who retired at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retired earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retired on or near the Fund’s target date.

Over time, the allocation to asset classes and funds will change according to a predetermined “glide path” shown in the following chart (the left axis indicates the overall neutral allocation to stocks with the remainder of the allocation to bonds). The glide path represents the shifting of asset classes over time and shows how the Fund’s asset mix becomes more conservative-both prior to and after retirement-as time elapses. This reflects the need for reduced market risks as retirement approaches and the need for lower portfolio volatility after retiring. Although the glide path is meant to dampen the Fund’s potential volatility as retirement approaches, the Fund is not designed for a lump sum redemption at the retirement date. The Fund pursues an asset allocation strategy that promotes asset accumulation prior to retirement, but it is intended to also serve as a post-retirement investment vehicle with allocations designed to support an income stream made up of regular withdrawals throughout retirement along with some portfolio growth that exceeds inflation. After the target date, the Fund is designed to balance longevity and inflation risks along with the need for some income, although it does not guarantee a particular level of income.

The glide path provides for a neutral allocation to

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	Stock Funds					53.00%
	MM S&P 500 Index Fund					5.64%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					22.56%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					7.05%
	MassMutual Select T. Rowe Price International Equity Fund					15.11%
	MassMutual Select T. Rowe Price Real Assets Fund					2.65%
	Bond Funds					47.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					21.60%
	T. Rowe Price Dynamic Global Bond Fund					3.60%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.50%
	T. Rowe Price Institutional High Yield Fund					2.56%
	T. Rowe Price Institutional Floating Rate Fund					1.10%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					3.65%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					11.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Through its investments in Underlying Funds, the Fund will be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography,

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Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies may not be successful and could cause the Fund to lose

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Management Risk The Fund relies on the manager’s investment analysis and its selection of investments to achieve its investment objective. There can be no assurance that the Fund will

achieve the intended results and the Fund may incur significant losses.

Real Estate Risk; REIT Risk Real estate-related investments may decline in value as a result of

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event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: acaklhodjbhqplb91mthpnjik2oo.jpg]

Highest
Quarter:

2Q ’20,

14.53%

Lowest
Quarter:

1Q ’20,

–14.19%

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-14.61	%		3.86	%
	Return After Taxes on Distributions		-17.72	%		1.69	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.13	%		2.69	%
Class M5	Return Before Taxes		-14.75	%		3.69	%
Class M4	Return Before Taxes		-14.96	%		3.43	%
Class M3	Return Before Taxes		-15.19	%		3.17	%
S&P Target Date 2020 Index (reflects no deduction for fees, expenses, or taxes)			-12.81	%		3.25	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2025 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.50%	0.65%	0.65%	0.65%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.05%	0.05%	0.05%	0.05%
Total Annual Fund Operating Expenses(2)	0.55%	0.70%	0.95%	1.20%
Expense Reimbursement	(0.16%)	(0.15%)	(0.15%)	(0.15%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.39%	0.55%	0.80%	1.05%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.39%, 0.55%, 0.80%, and 1.05% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	40		$	160		$	291		$	674
Class M5		$	56		$	209		$	375		$	856
Class M4		$	82		$	288		$	511		$	1,153
Class M3		$	107		$	366		$	645		$	1,441

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2025) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

Over time, the allocation to asset classes and funds will change according to a predetermined “glide path” shown in the following chart (the left axis indicates the overall neutral allocation to stocks with the remainder of the allocation to bonds). The glide path represents the shifting of asset classes over time and shows how the Fund’s asset mix becomes more conservative-both prior to and after retirement-as time elapses. This reflects the need for reduced market risks as retirement approaches and the need for lower portfolio volatility after retiring. Although the glide path is meant to dampen the Fund’s potential volatility as retirement approaches, the Fund is not designed for a lump sum redemption at the retirement date. The Fund pursues an asset allocation strategy that promotes asset accumulation prior to retirement, but it is intended to also serve as a post-retirement investment vehicle with allocations designed to support an income stream made up of regular withdrawals throughout retirement along with some portfolio growth that exceeds inflation. After the target date, the Fund is designed to balance longevity and inflation risks along with the need for some income, although it does not guarantee a particular level of income.

The glide path provides for a neutral allocation to

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created in the future. At any given time, the Fund’s asset allocation may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). A description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Stock Funds					60.00%
	MM S&P 500 Index Fund					6.38%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					25.54%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					7.98%
	MassMutual Select T. Rowe Price International Equity Fund					17.10%
	MassMutual Select T. Rowe Price Real Assets Fund					3.00%
	Bond Funds					40.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					19.50%
	T. Rowe Price Dynamic Global Bond Fund					3.25%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.72%
	T. Rowe Price Institutional High Yield Fund					2.11%
	T. Rowe Price Institutional Floating Rate Fund					0.91%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					3.02%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					7.50%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

small-, mid-, or large-capitalization U.S. or non-U.S. issuers (including issuers that may only recently have become public companies), fixed income securities of U.S. or non-U.S. private or governmental issuers (including “junk” or “high yield” bonds, including securities in default), inflation-protected securities, bank loans, and short-term investments of any kind. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, real estate investment trusts (“REITs”), rights, and warrants.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Many derivatives are traded in the over-the-counter market and not on exchanges.

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political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many

emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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construction, changes in real estate values, changes in property taxes, levels of occupancy, losses due to natural disasters, and local and regional market conditions. Investments in REITs may be subject to risks similar to those associated with direct investment in real estate, as well as additional risks associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: aeehd90vb8eu3jlpgc13cpguqurd.jpg]

Highest
Quarter:

2Q ’20,

16.02%

Lowest
Quarter:

1Q ’20,

–15.81%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-15.61	%		4.18	%
	Return After Taxes on Distributions		-18.59	%		2.20	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.66	%		3.00	%
Class M5	Return Before Taxes		-15.77	%		4.02	%
Class M4	Return Before Taxes		-15.99	%		3.76	%
Class M3	Return Before Taxes		-16.15	%		3.51	%
S&P Target Date 2025 Index (reflects no deduction for fees, expenses, or taxes)			-13.13	%		3.82	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2030 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.53%	0.68%	0.68%	0.68%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.04%	0.04%	0.04%	0.04%
Total Annual Fund Operating Expenses(2)	0.57%	0.72%	0.97%	1.22%
Expense Reimbursement	(0.16%)	(0.14%)	(0.14%)	(0.14%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.41%	0.58%	0.83%	1.08%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.41%, 0.58%, 0.83%, and 1.08% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	42		$	167		$	302		$	698
Class M5		$	59		$	216		$	387		$	881
Class M4		$	85		$	295		$	523		$	1,177
Class M3		$	110		$	373		$	657		$	1,465

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2030) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					71.00%
	MM S&P 500 Index Fund					7.55%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					30.22%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					9.44%
	MassMutual Select T. Rowe Price International Equity Fund					20.24%
	MassMutual Select T. Rowe Price Real Assets Fund					3.55%
	Bond Funds					29.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					15.90%
	T. Rowe Price Dynamic Global Bond Fund					2.65%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.87%
	T. Rowe Price Institutional High Yield Fund					1.43%
	T. Rowe Price Institutional Floating Rate Fund					0.61%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					2.04%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					2.50%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: b8ut9skiqbhhqek4ejhsjqdrjpem.jpg]

Highest
Quarter:

2Q ’20,

17.42%

Lowest
Quarter:

1Q ’20,

–17.28%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-16.96	%		4.43	%
	Return After Taxes on Distributions		-19.79	%		2.60	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.34	%		3.26	%
Class M5	Return Before Taxes		-17.07	%		4.27	%
Class M4	Return Before Taxes		-17.29	%		4.01	%
Class M3	Return Before Taxes		-17.48	%		3.75	%
S&P Target Date 2030 Index (reflects no deduction for fees, expenses, or taxes)			-13.96	%		4.20	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2035 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.57%	0.72%	0.72%	0.72%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.03%	0.03%	0.03%	0.03%
Total Annual Fund Operating Expenses(2)	0.60%	0.75%	1.00%	1.25%
Expense Reimbursement	(0.18%)	(0.16%)	(0.16%)	(0.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.42%	0.59%	0.84%	1.09%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.42%, 0.59%, 0.84%, and 1.09% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	43		$	174		$	317		$	733
Class M5		$	60		$	224		$	401		$	915
Class M4		$	86		$	302		$	537		$	1,210
Class M3		$	111		$	381		$	671		$	1,497

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2035) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

Over time, the allocation to asset classes and funds will change according to a predetermined “glide path” shown in the following chart (the left axis indicates the overall neutral allocation to stocks with the remainder of the allocation to bonds). The glide path represents the shifting of asset classes over time and shows how the Fund’s asset mix becomes more conservative-both prior to and after retirement-as time elapses. This reflects the need for reduced market risks as retirement approaches and the need for lower portfolio volatility after retiring. Although the glide path is meant to dampen the Fund’s potential volatility as retirement approaches, the Fund is not designed for a lump sum redemption at the retirement date. The Fund pursues an asset allocation strategy that promotes asset accumulation prior to retirement, but it is intended to also serve as a post-retirement investment vehicle with allocations designed to support an income stream made up of regular withdrawals throughout retirement along with some portfolio growth that exceeds inflation. After the target date, the Fund is designed to balance longevity and inflation risks along with the need for some income, although it does not guarantee a particular level of income.

The glide path provides for a neutral allocation to

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	Stock Funds					82.00%
	MM S&P 500 Index Fund					8.73%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					34.90%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					10.91%
	MassMutual Select T. Rowe Price International Equity Fund					23.37%
	MassMutual Select T. Rowe Price Real Assets Fund					4.10%
	Bond Funds					18.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					10.80%
	T. Rowe Price Dynamic Global Bond Fund					1.80%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					3.20%
	T. Rowe Price Institutional High Yield Fund					0.77%
	T. Rowe Price Institutional Floating Rate Fund					0.33%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					1.10%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: akevnflg14o606u70gdbkgfn3240.jpg]

Highest
Quarter:

2Q ’20,

18.45%

Lowest
Quarter:

1Q ’20,

–18.45%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-17.89	%		4.69	%
	Return After Taxes on Distributions		-20.34	%		3.07	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.98	%		3.52	%
Class M5	Return Before Taxes		-18.10	%		4.51	%
Class M4	Return Before Taxes		-18.30	%		4.26	%
Class M3	Return Before Taxes		-18.44	%		4.01	%
S&P Target Date 2035 Index (reflects no deduction for fees, expenses, or taxes)			-14.99	%		4.61	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2040 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.59%	0.74%	0.74%	0.74%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.02%	0.02%	0.02%	0.02%
Total Annual Fund Operating Expenses(2)	0.61%	0.76%	1.01%	1.26%
Expense Reimbursement	(0.18%)	(0.16%)	(0.16%)	(0.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.43%	0.60%	0.85%	1.10%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.43%, 0.60%, 0.85%, and 1.10% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	44		$	177		$	322		$	745
Class M5		$	61		$	227		$	407		$	927
Class M4		$	87		$	306		$	542		$	1,222
Class M3		$	112		$	384		$	676		$	1,509

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2040) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					91.00%
	MM S&P 500 Index Fund					9.68%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					38.73%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					12.10%
	MassMutual Select T. Rowe Price International Equity Fund					25.94%
	MassMutual Select T. Rowe Price Real Assets Fund					4.55%
	Bond Funds					9.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					5.40%
	T. Rowe Price Dynamic Global Bond Fund					0.90%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					1.98%
	T. Rowe Price Institutional High Yield Fund					0.27%
	T. Rowe Price Institutional Floating Rate Fund					0.09%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.36%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: c0a18bgrsdb55ptsi9jlc8u5b4lu.jpg]

Highest
Quarter:

2Q ’20,

19.34%

Lowest
Quarter:

1Q ’20,

–19.46%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-18.77	%		4.92	%
	Return After Taxes on Distributions		-21.46	%		3.29	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.17	%		3.74	%
Class M5	Return Before Taxes		-18.88	%		4.76	%
Class M4	Return Before Taxes		-19.09	%		4.50	%
Class M3	Return Before Taxes		-19.26	%		4.24	%
S&P Target Date 2040 Index (reflects no deduction for fees, expenses, or taxes)			-15.56	%		4.93	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2045 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.61%	0.76%	0.76%	0.76%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.02%	0.02%	0.02%	0.02%
Total Annual Fund Operating Expenses(2)	0.63%	0.78%	1.03%	1.28%
Expense Reimbursement	(0.19%)	(0.16%)	(0.16%)	(0.16%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.44%	0.62%	0.87%	1.12%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.44%, 0.62%, 0.87%, and 1.12% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	45		$	183		$	332		$	768
Class M5		$	63		$	233		$	418		$	951
Class M4		$	89		$	312		$	553		$	1,245
Class M3		$	114		$	390		$	687		$	1,531

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2045) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					96.00%
	MM S&P 500 Index Fund					10.21%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					40.86%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					12.77%
	MassMutual Select T. Rowe Price International Equity Fund					27.36%
	MassMutual Select T. Rowe Price Real Assets Fund					4.80%
	Bond Funds					4.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					2.40%
	T. Rowe Price Dynamic Global Bond Fund					0.40%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					1.20%
	T. Rowe Price Institutional High Yield Fund					0.00%
	T. Rowe Price Institutional Floating Rate Fund					0.00%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.00%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

− 90 −

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: q5q9rhfkrt0dgthtqabuqdtvpf0p.jpg]

Highest
Quarter:

2Q ’20,

20.08%

Lowest
Quarter:

1Q ’20,

–20.25%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-18.97	%		5.15	%
	Return After Taxes on Distributions		-21.30	%		3.65	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.51	%		3.94	%
Class M5	Return Before Taxes		-19.12	%		4.96	%
Class M4	Return Before Taxes		-19.34	%		4.70	%
Class M3	Return Before Taxes		-19.54	%		4.44	%
S&P Target Date 2045 Index (reflects no deduction for fees, expenses, or taxes)			-15.84	%		5.11	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2050 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.61%	0.76%	0.76%	0.76%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expenses(2)	0.62%	0.77%	1.02%	1.27%
Expense Reimbursement	(0.17%)	(0.14%)	(0.14%)	(0.14%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.45%	0.63%	0.88%	1.13%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.45%, 0.63%, 0.88%, and 1.13% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	46		$	181		$	329		$	758
Class M5		$	64		$	232		$	414		$	941
Class M4		$	90		$	311		$	550		$	1,235
Class M3		$	115		$	389		$	684		$	1,522

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2050) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					97.50%
	MM S&P 500 Index Fund					10.37%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					41.50%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					12.97%
	MassMutual Select T. Rowe Price International Equity Fund					27.79%
	MassMutual Select T. Rowe Price Real Assets Fund					4.88%
	Bond Funds					2.50%
	MassMutual Select T. Rowe Price Bond Asset Fund					1.50%
	T. Rowe Price Dynamic Global Bond Fund					0.25%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					0.75%
	T. Rowe Price Institutional High Yield Fund					0.00%
	T. Rowe Price Institutional Floating Rate Fund					0.00%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.00%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

− 95 −

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

− 97 −

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− 98 −

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

− 99 −

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: dj0v7goijsoibg3cm4oekm5dkuk1.jpg]

Highest
Quarter:

2Q ’20,

20.06%

Lowest
Quarter:

1Q ’20,

–20.28%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-19.11	%		5.13	%
	Return After Taxes on Distributions		-21.62	%		3.62	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.45	%		3.92	%
Class M5	Return Before Taxes		-19.22	%		4.97	%
Class M4	Return Before Taxes		-19.44	%		4.70	%
Class M3	Return Before Taxes		-19.59	%		4.45	%
S&P Target Date 2050 Index (reflects no deduction for fees, expenses, or taxes)			-15.97	%		5.20	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2055 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.61%	0.76%	0.76%	0.76%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expenses(2)	0.62%	0.77%	1.02%	1.27%
Expense Reimbursement	(0.16%)	(0.13%)	(0.13%)	(0.13%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.46%	0.64%	0.89%	1.14%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.46%, 0.64%, 0.89%, and 1.14% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	47		$	182		$	330		$	759
Class M5		$	65		$	233		$	415		$	942
Class M4		$	91		$	312		$	551		$	1,236
Class M3		$	116		$	390		$	684		$	1,523

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2055) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					98.00%
	MM S&P 500 Index Fund					10.43%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					41.71%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					13.03%
	MassMutual Select T. Rowe Price International Equity Fund					27.93%
	MassMutual Select T. Rowe Price Real Assets Fund					4.90%
	Bond Funds					2.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					1.20%
	T. Rowe Price Dynamic Global Bond Fund					0.20%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					0.60%
	T. Rowe Price Institutional High Yield Fund					0.00%
	T. Rowe Price Institutional Floating Rate Fund					0.00%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.00%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: eiu7b8r73bbt2mrs6evt3l2r9u12.jpg]

Highest
Quarter:

2Q ’20,

20.09%

Lowest
Quarter:

1Q ’20,

–20.31%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-19.13	%		5.11	%
	Return After Taxes on Distributions		-21.27	%		3.68	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.80	%		3.90	%
Class M5	Return Before Taxes		-19.26	%		4.94	%
Class M4	Return Before Taxes		-19.52	%		4.68	%
Class M3	Return Before Taxes		-19.72	%		4.41	%
S&P Target Date 2055 Index (reflects no deduction for fees, expenses, or taxes)			-15.97	%		5.24	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2060 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.61%	0.76%	0.76%	0.76%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expenses(2)	0.62%	0.77%	1.02%	1.27%
Expense Reimbursement	(0.16%)	(0.13%)	(0.13%)	(0.13%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.46%	0.64%	0.89%	1.14%

(1)

(2)

(3)

expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.46%, 0.64%, 0.89%, and 1.14% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years			5 Years			10 Years
Class I		$	47		$	182		$	330		$	759
Class M5		$	65		$	233		$	415		$	942
Class M4		$	91		$	312		$	551		$	1,236
Class M3		$	116		$	390		$	684		$	1,523

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

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The Fund is managed based on the specific retirement year (target date 2060) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to

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	Stock Funds					98.00%
	MM S&P 500 Index Fund					10.43%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					41.71%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					13.03%
	MassMutual Select T. Rowe Price International Equity Fund					27.93%
	MassMutual Select T. Rowe Price Real Assets Fund					4.90%
	Bond Funds					2.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					1.20%
	T. Rowe Price Dynamic Global Bond Fund					0.20%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					0.60%
	T. Rowe Price Institutional High Yield Fund					0.00%
	T. Rowe Price Institutional Floating Rate Fund					0.00%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.00%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by

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Allocation Risk There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of Fund assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

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accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: ap5nscqghfga53sia1rcs2pmdo1q.jpg]

Highest
Quarter:

2Q ’20,

20.03%

Lowest
Quarter:

1Q ’20,

–20.22%

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or individual retirement accounts. After-tax returns are shown for Class I only. After-tax returns for other classes will vary.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/16/18)
Class I	Return Before Taxes		-19.16	%		5.10	%
	Return After Taxes on Distributions		-20.84	%		3.77	%
	Return After Taxes on Distributions and Sales of Fund Shares		-10.08	%		3.89	%
Class M5	Return Before Taxes		-19.31	%		4.93	%
Class M4	Return Before Taxes		-19.50	%		4.67	%
Class M3	Return Before Taxes		-19.71	%		4.42	%
S&P Target Date 2060 Index (reflects no deduction for fees, expenses, or taxes)			-16.01	%		5.26	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2019.

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2020.

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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MassMutual Select T. Rowe Price Retirement 2065 Fund

INVESTMENT OBJECTIVE

The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income.

FEES AND EXPENSES OF THE FUND

Shareholder Fees (fees paid directly from your investment)

Class I

Class M5

Class M4

Class M3

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

None

Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class I	Class M5	Class M4	Class M3
Management Fees(1)	0.61%	0.76%	0.76%	0.76%
Distribution and Service (Rule 12b-1) Fees	None	None	0.25%	0.50%
Other Expenses(2)	0.00%	0.00%	0.00%	0.00%
Acquired Fund Fees and Expenses(2)	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expenses	0.62%	0.77%	1.02%	1.27%
Expense Reimbursement	(0.16%)	(0.13%)	(0.13%)	(0.13%)
Total Annual Fund Operating Expenses after Expense Reimbursement(3)	0.46%	0.64%	0.89%	1.14%

(1)

(2)

Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year of the Fund.

(3)

Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.46%, 0.64%, 0.89%, and 1.14% for Classes I, M5, M4, and M3, respectively. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year			3 Years
Class I		$	47		$	182
Class M5		$	65		$	233
Class M4		$	91		$	312
Class M3		$	116		$	390

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund is a “fund of funds” that pursues its objective by investing in a diversified portfolio of other stock and bond series of both the MassMutual Funds and T. Rowe Price Funds that represent various asset classes and sectors (“Underlying Funds”). The Fund’s allocation among Underlying Funds will change over time in relation to its target retirement date. The Fund is subadvised by T. Rowe Price Associates, Inc. (“T. Rowe Price”). Underlying Funds in which the Fund invests are predominantly either advised or subadvised by T. Rowe Price.

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The Fund is managed based on the specific retirement year (target date 2065) included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in the Fund would plan to retire and likely stop making new investments in the Fund. The Fund is primarily designed for an investor who anticipates retiring at or about the target date and who plans to withdraw the value of the account in the Fund gradually after retirement. However, if an investor retires earlier or later than age 65, the Fund may not be an appropriate investment even if the investor retires on or near the Fund’s target date.

The glide path provides for a neutral allocation to stocks at the target date of 55%. The Fund’s overall exposure to stocks will continue to decline until approximately 30 years after its target date,

when its neutral allocations to stocks and bonds will remain unchanged. There are no maturity restrictions within the Fund’s overall allocation to bonds, although the bond funds in which the Fund invests may impose specific limits on maturity or credit quality. The allocations are referred to as “neutral” allocations because they are strategic and do not reflect any tactical decisions made by T. Rowe Price to overweight or underweight a particular asset class or sector based on its market outlook. The target allocations assigned to the broad asset classes (Stocks and Bonds), which reflect these tactical decisions resulting from market outlook, are not expected to vary from the neutral allocations set forth in the glide path by more than plus (+) or minus (-) five percent (5%). The target allocations and actual allocations may differ due to significant market movements or cash flows.

The following table details the way the portfolio is generally expected to be allocated between the asset classes. The table also shows the expected allocations to the Underlying Funds that will be used within those asset classes. The information in the table represents the neutral allocations for the Fund as of February 1, 2023. The Fund’s shareholder reports set forth its actual allocations between stock funds and bond funds and to the individual Underlying Funds. T. Rowe Price may modify the target asset allocation strategy or the selection of Underlying Funds from time to time, and may invest in other Underlying Funds, including any Underlying Funds that may be created in the future. At any given time, the Fund’s asset allocation may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). A description of the Underlying Funds is included in Appendix D of the Statement of Additional Information (“SAI”).

	Stock Funds					98.00%
	MM S&P 500 Index Fund					10.43%
	MassMutual Select T. Rowe Price Large Cap Blend Fund					41.71%
	MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund					13.03%
	MassMutual Select T. Rowe Price International Equity Fund					27.93%
	MassMutual Select T. Rowe Price Real Assets Fund					4.90%
	Bond Funds					2.00%
	MassMutual Select T. Rowe Price Bond Asset Fund					1.20%
	T. Rowe Price Dynamic Global Bond Fund					0.20%
	MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund					0.60%

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	T. Rowe Price Institutional High Yield Fund					0.00%
	T. Rowe Price Institutional Floating Rate Fund					0.00%
	MassMutual Select T. Rowe Price Emerging Markets Bond Fund					0.00%
	MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund					0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

futures contracts, swap contracts (including interest rate swaps, total return swaps, and credit default swaps), and hybrid instruments. An Underlying Fund may typically use these derivatives for hedging purposes, as a substitute for direct investments, to earn additional income, to gain exposure to securities or markets in which it might not be able to invest directly, or to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio of debt securities. Use of derivatives by an Underlying Fund may create investment leverage.

Principal Risks

The following are the Principal Risks of the Fund. An investment in this Fund is not guaranteed. The value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund, including losses near, at, or after the target date. There is no guarantee that the Fund will provide adequate income at and through your retirement. Although the descriptions below refer to the risks relating to investment activities of the Fund, many of the risks arise due to the investment activities of the Underlying Funds. Certain risks relating to instruments and strategies used in the management of the Fund are placed first. The significance of any specific risk to an investment in the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

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Rowe Price, or their affiliates as noted in “Principal Investment Strategies” may adversely affect Fund performance.

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derivatives transactions, and to the counterparty’s ability or willingness to perform in accordance with the terms of the transaction. The value of such transactions to the Fund will depend on the willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

generally. Certain events, such as market or economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities. During those periods, the Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when the Fund would otherwise not do so, and potentially at unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Leveraging Risk Instruments and transactions, including derivatives, dollar roll, and reverse

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repurchase agreement transactions, that create leverage may cause the value of an investment in the Fund to be more volatile, could result in larger losses than if they were not used, and tend to compound the effects of other risks.

portion or the principal portion of payments on the underlying assets may be highly volatile. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Performance history will be available for the Fund after it has been in operation for one calendar year.

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Kimberly E. DeDominicis is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since its inception (February 2023).

Andrew Jacobs van Merlen, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2023).

Wyatt A. Lee, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2023).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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Additional Information Regarding Investment Objectives and Principal Investment Strategies

Except as otherwise stated, references in this section to “the Funds” or “a Fund” may relate to the Fund, one or more Underlying Funds, or both.

Changes to Investment Objectives and Strategies.

Each MassMutual Select T. Rowe Price Retirement Fund’s investment objective and strategies are non-fundamental and may be changed by the Board of Trustees (the “Trustees”) of the MassMutual Select Funds (the “Trust”) without shareholder approval.

Note Regarding Percentage Limitations.

Credit Ratings.

Duration.

value of a debt security with a duration of four years would be expected to decline 4%. Unlike the maturity of a debt security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates. Determining duration may involve estimates of future economic parameters, which may vary from actual future values.

Leverage.

Temporary Defensive Positions.

Portfolio Turnover.

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treatment in the hands of shareholders than do long-term capital gains). Such costs are not reflected in the Funds’ Total Annual Fund Operating Expenses set forth in the fee tables but do have the effect of reducing a Fund’s investment return.

Non-Principal Investments; Use of Derivatives; Repurchase Agreements.

A Fund may enter into repurchase agreements, and an Underlying Fund may make loans of portfolio securities to broker-dealers and other financial intermediaries of up to 33⅓% of its total

Foreign Securities.

The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, the Funds and other series of the Trust intend to construe geographic terms such as “foreign,” “non-U.S.,” “European,” “Latin American,” “Asian,” and “emerging markets” in the manner that affords to the Funds and other series the greatest flexibility in seeking to achieve the investment objective(s) of the relevant Series. Specifically, unless otherwise stated, in circumstances where the investment objective and/or strategy is to invest (a) exclusively in “foreign securities,” “non-U.S. securities,” “European securities,” “Latin American securities,” “Asian securities,” or “emerging markets” (or similar directions) or (b) at least some percentage of the Fund’s or other series assets in foreign securities, etc., the Fund or other series will take the view that a security meets this description so long as the issuer of a security is tied economically to the particular country or geographic region indicated by words of the relevant investment objective and/or strategy (the “Relevant Language”). For these purposes the issuer of a security is deemed to have that tie if:

(ii) the securities are traded principally in the country or region suggested by the Relevant Language; or

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In addition, the Funds and other series intend to treat derivative securities (e.g., call options) for this purpose by reference to the underlying security. Conversely, if the investment objective and/or strategy of a Series limits the percentage of assets that may be invested in “foreign securities,” etc. or prohibits such investments altogether, a Series intends to categorize securities as “foreign,” etc. only if the security possesses all of the attributes described above in clauses (i), (ii), and (iii).

MassMutual Select T. Rowe Price Retirement Funds.

T. Rowe Price invests each MassMutual Select T. Rowe Price Retirement Fund’s assets in a combination of stock and bond Underlying Funds. The MassMutual Select T. Rowe Price Retirement Funds differ primarily due to their asset allocations among these fund types. The target asset allocation strategy for each MassMutual Select T. Rowe Price Retirement Fund with a specified target retirement year in its name is designed to provide an approach to asset allocation that is neither overly aggressive nor overly conservative for the Fund’s retirement date.

T. Rowe Price allocates the assets of each MassMutual Select T. Rowe Price Retirement Fund with a specified target retirement year in its name among Underlying Funds according to an asset allocation strategy that becomes increasingly conservative over time. Each Fund’s name refers to the approximate retirement year of the investors for whom the Fund’s asset allocation strategy is designed. For example, MassMutual Select T. Rowe Price Retirement 2065 Fund, which is designed for investors planning to retire around the year 2065, currently has an aggressive target asset allocation (relative to the other target-date MassMutual Select T. Rowe Price Retirement Funds), generally expected to have a neutral allocation of ninety-eight percent of its assets invested in stock Underlying Funds and two percent of its assets invested in bond Underlying Funds. By contrast, MassMutual Select T. Rowe Price Retirement 2005 Fund currently has a more conservative target asset allocation generally expected to have a neutral allocation of fourty-three percent of its assets invested in stock Underlying Funds and fifty-seven percent of its assets invested in bond Underlying Funds.

MassMutual Select T. Rowe Price Retirement Balanced Fund is designed for investors in their retirement years. T. Rowe Price allocates the Fund’s assets according to a target asset allocation that emphasizes bond Underlying Funds but also includes a smaller allocation to stock Underlying Funds. The MassMutual Select T. Rowe Price Retirement Balanced Fund is designed for investors who are retired and want a static asset allocation. The other MassMutual Select T. Rowe Price Retirement Funds, including the MassMutual Select T. Rowe Price Retirement 2005, 2010, 2015, and 2020 Funds, are designed for investors who want a glide path.

T. Rowe Price intends to manage each MassMutual Select T. Rowe Price Retirement Fund according to the Fund’s target asset allocation strategy, and does not intend to trade actively among Underlying Funds or to attempt to capture short-term market opportunities as primary activities. T. Rowe Price may modify the target asset allocation strategy or the selection of Underlying Funds for any MassMutual Select T. Rowe Price Retirement Fund from time to time, and may invest in other Underlying Funds, including any Underlying Funds that may be created in the future.

Each MassMutual Select T. Rowe Price Retirement Fund will bear a pro rata share of its Underlying Funds’ expenses. Each MassMutual Select T. Rowe Price Retirement Fund also bears all of the risks associated with the investment strategies used by its Underlying Funds.

The following table details the way each MassMutual Select T. Rowe Price Retirement Fund is generally expected to be allocated between the asset classes. The table also shows the expected allocations to the Underlying Funds that will be used within those asset classes. The information in the table represents the neutral allocations for each Fund as of February 1, 2023. The Funds’ shareholder reports set forth their actual allocations between stock funds and bond funds and to the individual Underlying Funds. At any given time, a Fund’s asset allocation may be affected by a variety of factors (such as, for example, whether an Underlying Fund is accepting additional investments). A description of the Underlying Funds is included in Appendix D of the SAI. More detailed information about each Underlying Fund is available in each Underlying Fund’s prospectus.

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	Retire- ment Bal- anced	Retire- ment 2005	Retire- ment 2010	Retire- ment 2015	Retire- ment 2020	Retire- ment 2025	Retire- ment 2030	Retire- ment 2035	Retire- ment 2040	Retire- ment 2045	Retire- ment 2050	Retire- ment 2055	Retire- ment 2060	Retire- ment 2065
Stock Funds	40.00%	43.00%	46.50%	49.50%	53.00%	60.00%	71.00%	82.00%	91.00%	96.00%	97.50%	98.00%	98.00%	98.00%
MM S&P 500 Index Fund	4.26%	4.58%	4.95%	5.27%	5.64%	6.38%	7.55%	8.73%	9.68%	10.21%	10.37%	10.43%	10.43%	10.43%
MassMutual Select T. Rowe Price Large Cap Blend Fund	17.02%	18.30%	19.79%	21.07%	22.56%	25.54%	30.22%	34.90%	38.73%	40.86%	41.50%	41.71%	41.71%	41.71%
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund	5.32%	5.72%	6.19%	6.58%	7.05%	7.98%	9.44%	10.91%	12.10%	12.77%	12.97%	13.03%	13.03%	13.03%
MassMutual Select T. Rowe Price International Equity Fund	11.40%	12.26%	13.25%	14.11%	15.11%	17.10%	20.24%	23.37%	25.94%	27.36%	27.79%	27.93%	27.93%	27.93%
MassMutual Select T. Rowe Price Real Assets Fund	2.00%	2.15%	2.33%	2.48%	2.65%	3.00%	3.55%	4.10%	4.55%	4.80%	4.88%	4.90%	4.90%	4.90%
Bond Funds	60.00%	57.00%	53.50%	50.50%	47.00%	40.00%	29.00%	18.00%	9.00%	4.00%	2.50%	2.00%	2.00%	2.00%
MassMutual Select T. Rowe Price Bond Asset Fund	24.00%	24.00%	23.10%	22.50%	21.60%	19.50%	15.90%	10.80%	5.40%	2.40%	1.50%	1.20%	1.20%	1.20%
T. Rowe Price Dynamic Global Bond Fund	4.00%	4.00%	3.85%	3.75%	3.60%	3.25%	2.65%	1.80%	0.90%	0.40%	0.25%	0.20%	0.20%	0.20%
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund	3.36%	3.50%	3.50%	3.50%	3.50%	3.72%	3.87%	3.20%	1.98%	1.20%	0.75%	0.60%	0.60%	0.60%
T. Rowe Price Institutional High Yield Fund	3.02%	2.98%	2.82%	2.71%	2.56%	2.11%	1.43%	0.77%	0.27%	0.00%	0.00%	0.00%	0.00%	0.00%
T. Rowe Price Institutional Floating Rate Fund	1.30%	1.28%	1.21%	1.16%	1.10%	0.91%	0.61%	0.33%	0.09%	0.00%	0.00%	0.00%	0.00%	0.00%
MassMutual Select T. Rowe Price Emerging Markets Bond Fund	4.32%	4.25%	4.03%	3.88%	3.65%	3.02%	2.04%	1.10%	0.36%	0.00%	0.00%	0.00%	0.00%	0.00%
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund	20.00%	17.00%	15.00%	13.00%	11.00%	7.50%	2.50%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%

Note: The Underlying Fund allocations above may not sum up to 100% due to rounding.

Tactical Asset Allocation.

The allocations to asset classes and Underlying Funds are referred to as “neutral” allocations because they are strategic and do not reflect any tactical decisions made by T. Rowe Price to overweight or underweight a particular asset class or sector based on its outlook for the global economy and securities markets. Target allocations are set periodically for the MassMutual Select T. Rowe Price Retirement Funds, and any variance from the neutral allocation can be strategically applied to any sector or combination of Underlying Funds’ target allocations within a broad asset class or to any single Underlying Fund in which a MassMutual Select T. Rowe Price Retirement Fund can invest. The target allocation assigned to a broad asset class (stocks or bonds) is not expected to vary by more than plus (+) or minus (-) five percent (5%) from a MassMutual Select T. Rowe Price Retirement Fund’s predetermined neutral allocation. Due to significant market movements or cash flows, a MassMutual Select T. Rowe Price

Retirement Fund’s actual allocations could at times vary from the neutral allocations by more than this amount. When deciding upon allocations within these prescribed limits, T. Rowe Price may favor bonds if the economy is expected to slow sufficiently to hurt corporate profits and T. Rowe Price may favor stocks when strong economic growth is expected. T. Rowe Price also considers the capacity of an Underlying Fund to absorb additional cash flow. Each MassMutual Select T. Rowe Price Retirement Fund may hold a portion of its assets in cash or cash equivalents. In addition, each MassMutual Select T. Rowe Price Retirement Fund may make investments in the State Street Institutional U.S. Government Money Market Fund to help manage cash flows into and out of the Fund and invest new purchases in accordance with the Fund’s target allocations, as well as for any tactical allocations to money market securities. Any investments by a MassMutual Select T. Rowe Price Retirement Fund in the State Street Institutional U.S. Government Money Market Fund will be included within such Fund’s overall allocation to bonds.

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Disclosure of Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ SAI.

Additional Information Regarding Principal Risks

The value of your investment in a Fund changes with the values of the investments in the Fund’s portfolio. Many things can affect those values. Factors that may have an important or significant effect on a particular Fund’s portfolio as a whole are called “Principal Risks.” The Principal Risks of each Fund are identified in the foregoing Fund Summaries and are described in this section. Certain Funds may be more susceptible to some risks than others. Although the Funds strive to reach their stated goals, they cannot offer guaranteed results. The value of your investment in a Fund could go down as well as up. You can lose money by investing in the Funds. Except as otherwise stated, references in this section to “the Funds” or “a Fund” may relate to the Fund, one or more Underlying Funds, or both.

The SAI contains further information about the Funds, their investments, and their related risks.

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Allocation Risk

There is no assurance that allocation decisions will result in the desired performance effects. The limited universe of Underlying Funds and the requirement that a significant percentage of a MassMutual Select T. Rowe Price Retirement Fund’s assets be invested in mutual funds advised by MML Advisers, T. Rowe Price, or their affiliates as noted in each Fund’s “Principal Investment Strategies” may adversely affect Fund performance.

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Bank Loans Risk

Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities, although

bank loans are typically (though not always) senior and secured, while below investment grade debt securities or investments are often subordinated and unsecured. Senior loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. The value of any collateral securing a bank loan may decline after a Fund invests, and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. In addition, some loans may be unsecured. Unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. In some cases, the Fund may rely on a third party to administer its interest in a loan, and so is subject to the risk that the third party will be unwilling or unable to perform its obligations. The Fund may invest in a loan by purchasing an indirect interest in the loan held by a third party. In that case, the Fund will be subject to both the credit risk of the borrower and of the third party, and the Fund may be unable to realize some or all of the value of its interest in the loan in the event of the insolvency of the third party. The settlement time for certain loans is longer than the settlement time for many other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In

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some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some bank loans may be illiquid, and bank loans generally tend to be less liquid than many other debt securities. The lack of a liquid secondary market may make it more difficult for the Fund to assign a value to such instruments for purposes of valuing the Fund’s portfolio and calculating its net asset value (“NAV”). Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

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Below Investment Grade Debt Securities Risk

In the absence of a liquid trading market for securities held by it, a Fund at times may be unable to establish the fair value of such securities. To the extent a Fund invests in securities in the lower rating categories, the achievement of the Fund’s goals is more dependent on the Fund investment adviser’s or subadviser’s investment analysis than would be the case if the Fund were investing in securities in the higher rating categories. Securities that are rated CCC or below by Standard & Poor’s or Caa or below by Moody’s Investors Service, Inc. are generally regarded by the rating agencies as having extremely poor prospects of ever attaining any real investment standing.

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Cash Position Risk

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Commodities-Related Investments Risk

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difficult for the Fund to sell them at a desirable price or the price at which it is carrying them. A Fund’s investments in commodities and commodity-related instruments may bear on or be limited by the Fund’s intention or ability to qualify as a “regulated investment company” for U.S. federal income tax purposes. See “Taxation and Distributions” below.

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Convertible Securities Risk

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Credit Risk

of an issuer of a fixed income security held by the Fund may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Fund owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured. The credit rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition and does not reflect an assessment of an investment’s volatility or liquidity. Securities rated in the lowest category of investment grade are considered to have speculative characteristics. In addition, below investment grade debt securities (i.e., “junk” or “high yield” bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturn than investment grade securities. If a security held by the Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the investment adviser or subadviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages may affect the values of those securities.

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exercise remedies, such as the termination of transactions, netting of obligations, and realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Among other things, such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty.

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Currency Risk

Because foreign securities normally are denominated and traded in foreign currencies, the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, currency exchange control regulations, intervention (or failure to intervene) by the U.S. or foreign governments in currency markets, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies. A Fund may, but will not necessarily, engage in foreign currency transactions in order to protect against fluctuations in the values of holdings denominated in or exposed to other currencies, or, for certain Funds, to generate additional returns. Derivatives transactions providing exposure to foreign currencies may create investment leverage. A Fund’s investment in foreign currencies may increase the amount of ordinary income recognized by the Fund.

into U.S. dollars but before payment to shareholders, the Fund could be required to sell portfolio investments to make such distributions. Similarly, if a Fund incurs an expense in a foreign currency and the exchange rate changes adversely to the Fund before the expense is paid, the Fund would have to convert a greater amount of U.S. dollars to pay for the expense at that time than it would have had to convert at the time the Fund incurred the expense. Investments in foreign currencies themselves (directly or through derivatives transactions) may be highly volatile and may create investment leverage.

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Cyber Security and Technology Risk

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Derivatives Risk

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risks different from, or greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives can be highly volatile and are subject to a number of potential risks described in this Prospectus, including market risk, credit risk, management risk, liquidity risk, and leveraging risk. Derivative products are highly specialized instruments that may require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument or index but also of the derivative itself, often without the benefit of observing the performance of the derivative under all possible market conditions. (For example, successful use of a credit default swap may require, among other things, an understanding of both the credit of the company to which it relates and of the way the swap is likely to respond to changes in various market conditions and to factors specifically affecting the company.) The use of derivatives involves the risk that a loss may be sustained as a result of the failure of another party to the contract (typically referred to as a “counterparty”) to make required payments or otherwise to comply with the contract’s terms. Derivative transactions can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Since the values of derivatives are calculated and derived from the values of other assets, reference rates, or indexes, there is greater risk that derivatives will be improperly valued. Derivatives also involve the risk that changes in the value of a derivative may not correlate perfectly with changes in the value of its underlying asset, rate, or index, and the risk that a derivative transaction may not have the effect or benefit the Fund’s investment adviser or subadviser anticipated. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions when that would be beneficial. A liquid secondary market may not always exist for a Fund’s derivative positions at any time. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction

or liquidate a position at an advantageous price or at all. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility.

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Emerging Markets Risk

Investing in emerging market securities poses risks different from, and/or greater than, risks of investing in domestic securities or in the securities of foreign, developed countries. These risks may include, for example, smaller market-capitalizations of securities markets; significant price volatility; illiquidity; limits on foreign investment; and possible limits on repatriation of investment income and capital. Future economic or political events or crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or the creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in those currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Although many of the emerging market securities in which a Fund may invest are traded on securities exchanges, they may trade in limited volume, and the exchanges may not provide all of the conveniences or protections provided by securities exchanges in more developed markets.

Additional risks of emerging market securities may include greater social, economic, and political uncertainty and instability; more substantial governmental involvement in the

economy; less governmental supervision and regulation; greater custody and operational risks; unavailability of currency hedging techniques; less stringent investor protection and disclosure standards; less reliable settlement practices; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability or unreliability of material information about issuers or instruments; less developed legal, regulatory, and accounting systems; and greater environmental risk. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than transactions settled in the United States, in part because a Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable compared to more developed countries. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending settlement, or be delayed in disposing of a portfolio security. It may be more difficult to obtain and/or enforce a judgment in a court outside the U.S., and a judgment against a foreign government may be unenforceable.

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settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity.

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Equity Securities Risk

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ESG Considerations Risk

With respect to certain Funds, the ESG considerations assessed as part of the investment process to implement the Fund’s investment strategy in pursuit of its investment objective may vary across types of eligible investments and issuers, and not every ESG factor may be identified or evaluated for every investment. The Fund’s portfolio will not be solely based on ESG considerations, and therefore the issuers in which the Fund invests may not be considered ESG-focused companies. The incorporation of ESG factors may affect the Fund’s exposure to certain issuers or industries and may not work as intended. The incorporation of ESG factors into a Fund’s investment process does not mean that every investment or potential investment undergoes an ESG review, and a Fund’s investment adviser or subadviser may not consider ESG factors for every investment the Fund makes, particularly, for example, in cases where ESG-related data for a potential investment is unavailable. The Fund may underperform other funds that do not assess an issuer’s ESG factors or that use a different methodology to identify and/or incorporate ESG factors. Information used by the Fund to evaluate such factors may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic. There is no guarantee that the evaluation of ESG considerations will be additive to the Fund’s performance.

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Fixed Income Securities Risk

The values of debt securities change in response to interest rate changes. In general, as

interest rates rise, the value of a debt security is likely to fall. This risk is generally greater for obligations with longer maturities or for debt securities that do not pay current interest (such as zero-coupon securities). Debt securities with variable and floating interest rates can be less sensitive to interest rate changes, although, to the extent a Fund’s income is based on short-term interest rates that fluctuate over short periods of time, income received by the Fund may decrease as a result of a decline in interest rates. The value of a debt security also depends on the issuer’s actual or perceived credit quality or ability to pay principal and interest when due. The value of a debt security is likely to fall if an issuer or the guarantor of a security is unable or unwilling (or is perceived to be unable or unwilling) to make timely principal and/or interest payments or otherwise to honor its obligations or if the debt security’s rating is downgraded by a credit rating agency. The value of a debt security can also decline in response to changes in market, economic, industry, political, regulatory, public health, and other conditions that affect a particular type of debt security or issuer or debt securities generally. Certain events, such as market or economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities.

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Interest Rate Risk. The values of bonds and other debt instruments usually rise and fall in

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response to changes in interest rates. The values of debt instruments generally increase in response to declines in interest rates and decrease in response to rises in interest rates. Interest rates can also change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. Interest rate risk is generally greater for fixed-rate instruments than floating-rate instruments and for investments with longer durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Negative or very low interest rates could magnify the risks associated with changes in interest rates. In general, changing interest rates, including rates that fall below zero, could have unpredictable effects on markets and may expose fixed income and related markets to heightened volatility.

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Foreign Investment Risk

Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, industry, political, regulatory, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Economic or other sanctions imposed on a foreign country or issuer by the U.S., or on the U.S. by a foreign country, could impair a Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, a Fund could lose its entire investment in a particular foreign issuer or

country. There may be quotas or other limits on the ability of a Fund (or clients of a Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies.

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in foreign securities. A Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the amount, timing, or character of the Fund’s distributions.

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Frequent Trading/Portfolio Turnover Risk

particularly in periods of volatile market movements, in order to take advantage of what the Fund’s investment adviser or subadviser believes to be temporary investment opportunities. A change in the securities held by a Fund is known as “portfolio turnover.” Portfolio turnover generally involves some expense to a Fund, including brokerage commissions, bid-asked spreads, dealer mark-ups, and other transaction costs on the sale of securities and reinvestments in other securities, and may result in the realization of taxable capital gains (including short-term gains, which are generally treated as ordinary income when distributed to shareholders). The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance. Consult your tax adviser regarding the effect of a Fund’s portfolio turnover rate on your investments.

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Geographic Focus Risk

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Growth Company Risk

Growth company securities tend to be more volatile in terms of price swings and trading volume than many other types of equity securities. Growth companies, especially technology related companies, have seen dramatic rises and falls in stock valuations. Funds that invest in growth companies are subject to the risk that the market may deem these companies’ stock prices over-valued, which could cause steep and/or volatile price swings. Also, since investors buy these stocks because of their expected superior earnings growth, earnings disappointments often result in sharp price declines.

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Hedging Risk

There can be no assurance that a Fund’s hedging transactions will be effective. If a Fund takes a short position in a particular currency, security, or bond market, it will lose

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money if the currency, security, or bond market appreciates in value, or an expected credit event fails to occur. Any efforts at buying or selling currencies could result in significant losses for the Fund. Further, foreign currency transactions that are intended to hedge the currency risk associated with investing in foreign securities and minimize the risk of loss that would result from a decline in the value of the hedged currency may also limit any potential gain that might result should the value of such currency increase.

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Inflation Risk

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Large Company Risk

•

Leveraging Risk

The use of leverage has the potential to increase returns to shareholders, but also

involves additional risks. A Fund may create leverage by borrowing money (through traditional borrowings or by means of so-called reverse repurchase agreements); certain transactions, including, for example, when-issued, delayed-delivery, to-be-announced, and forward commitment purchases, loans of portfolio securities, dollar roll transactions, and the use of some derivatives, can also result in leverage. Leverage will increase the volatility of the Fund’s investment portfolio and could result in larger losses than if it were not used. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A Fund will typically pay interest or incur other borrowing costs in connection with leverage transactions.

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LIBOR Risk

Certain instruments in which a Fund may invest rely in some fashion upon the London-Interbank Offered Rate (“LIBOR”). LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. The administrator of LIBOR ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of remaining U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Various financial industry groups have been planning for transition away from LIBOR, but there are obstacles to converting certain instruments to new reference rates. Markets are developing but questions around liquidity in these rates and how to appropriately adjust these rates to mitigate any economic value transfer at the time of transition remain a significant concern. It is difficult to predict the full impact of the transition away from LIBOR on a Fund. The

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transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, particularly insofar as the documentation governing such instruments does not include “fall back” provisions addressing the transition from LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by a Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.

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Liquidity Risk

proceeds. In such a case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities or terminate the transactions in more orderly transactions, and the sale price may be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Fund’s NAV. To the extent a Fund holds illiquid securities, it may be more likely to pay redemption proceeds in kind.

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Management Risk

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Market Risk

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other rates of exchange, and changes in economic and competitive industry conditions. Likewise, terrorism, war, natural and environmental disasters, and epidemics or pandemics may be highly disruptive to economies and markets. For example, the global pandemic outbreak of the novel coronavirus known as COVID-19 and efforts to contain its spread have produced, and will likely continue to produce, substantial market volatility, severe market dislocations and liquidity constraints in many markets, exchange trading suspensions and closures, higher default rates, and global business disruption, and they may result in future significant adverse effects. Such factors, and the effects of other infectious illness outbreaks, epidemics, or pandemics, may have a significant adverse effect on a Fund’s performance and have the potential to impair the ability of a Fund’s investment adviser, subadviser, or other service providers to serve the Fund and could lead to disruptions that negatively impact the Fund. Different parts of the market and different types of securities can react differently to these conditions. The possibility that security prices in general will decline over short or even extended periods subjects a Fund to unpredictable declines in the value of its shares, as well as potentially extended periods of poor performance. In addition, the increasing popularity of passive index-based investing may have the potential to increase security price correlations and volatility. As passive strategies generally buy or sell securities based simply on inclusion and representation in an index, securities’ prices will have an increasing tendency to rise or fall based on whether money is flowing into or out of passive strategies rather than based on an analysis of the prospects and valuation of individual securities. This may result in increased market volatility as more money is invested through passive strategies.

itself, has disrupted and may continue to disrupt markets in the U.S. and around the world. The risks associated with investments in Europe may be heightened due to the United Kingdom’s exit from the European Union on January 31, 2020. An agreement between the United Kingdom and the European Union governing their future trade relationship became effective on January 1, 2021. Significant uncertainty remains in the market regarding the ramifications of that development and the arrangements that will apply to the United Kingdom’s relationship with the European Union and other countries following its withdrawal; the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. There is the potential for decreased trade, capital outflows from the United Kingdom, devaluation of the pound sterling, decreased business and consumer spending and decreased foreign investment in the United Kingdom, and negative effects on the value of a Fund’s investments and/or on a Fund’s ability to enter into certain transactions or value certain investments. If one or more additional countries leave the European Union, or the European Union partially or completely dissolves, the world’s economies and securities markets may be significantly disrupted and adversely affected. Legislation or regulation also may change the way in which a Fund, the investment adviser, or subadviser is regulated. Such legislation, regulation, or other government action could limit or preclude a Fund’s ability to achieve its investment objective and affect the Fund’s performance.

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Mortgage- and Asset-Backed Securities Risk

Investments in mortgage-related and other asset-backed securities are subject to the risk of severe credit downgrades, illiquidity and defaults to a greater extent than many other

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types of fixed income investments. Mortgage-backed securities, including collateralized mortgage obligations and certain stripped mortgage-backed securities, represent a participation in, or are secured by, mortgage loans. Asset-backed securities are generally structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sale or installment loan contracts, leases of various types of real and personal property, receivables from credit card agreements, and student loan payments. Asset-backed securities also may be backed by pools of corporate or sovereign bonds, loans made to corporations, or a combination of these bonds and loans, commonly referred to as “collateralized debt obligations,” including collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”). The assets backing collateralized debt obligations may consist in part or entirely of high risk, below investment grade debt obligations (or comparable unrated obligations). In the case of CBOs and certain other collateralized debt obligations, those may include, by way of example, high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities, and emerging market debt. In the case of CLOs, they may include, among other things, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, any or all of which may be rated below investment grade or may be comparable unrated obligations.

the prepayment rate generally declines as interest rates rise, an increase in interest rates will likely increase the duration, and thus the volatility, of mortgage-backed and asset-backed securities. (Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of the security’s price to changes in interest rates. Unlike the maturity of a fixed income security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates.) Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. In addition to interest rate risk (as described under “Interest Rate Risk”), investments in mortgage-backed securities composed of subprime mortgages and investments in CDOs and CLOs backed by pools of high-risk, below investment grade debt securities may be subject to a higher degree of credit risk, valuation risk, and liquidity risk (as described under “Credit Risk,” “Valuation Risk,” and “Liquidity Risk”). During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans, sales contracts, receivables, and other obligations underlying mortgage-related and other asset-backed securities. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

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affected significantly by factors affecting commercial real estate markets and mortgages generally.

Some mortgage-backed and asset-backed investments receive only the interest portion (“IOs”) or the principal portion (“POs”) of payments on the underlying assets. The yields and values of these investments are extremely sensitive to changes in interest rates and in the rate of principal payments on the underlying assets. IOs tend to decrease in value if interest rates decline and rates of repayment (including prepayment) on the underlying mortgages or assets increase; it is possible that the Fund may lose the entire amount of its investment in an IO due to a decrease in interest rates. Conversely, POs tend to decrease in value if interest rates rise and rates of repayment decrease. Moreover, the market for IOs and POs may be volatile and limited, which may make them difficult for the Fund to buy or sell. The values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the benefits of the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults.

•

Preferred Stock Risk

Like other equity securities, preferred stock is subject to the risk that its value may decrease based on actual or perceived changes in the

business or financial condition of the issuer. In addition, if interest rates rise, the dividends on preferred stocks may be less attractive, causing the prices of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions or call/redemption provisions that can negatively affect its value. In addition, in the event of liquidation of a corporation’s assets, the rights of preferred stock generally are subordinate to the rights associated with a corporation’s debt securities. Preferred stocks are also subject to additional risks, such as potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.

•

Real Estate Risk; REIT Risk

Investments in real estate are subject to a number of risks, including losses from casualty, condemnation or natural disasters, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, environmental regulations and other governmental action, regulatory limitations on rents, property taxes, and operating expenses. An investment in a REIT may be subject to risks similar to those associated with direct ownership of real estate, and may be subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and to the risk of general declines in stock prices. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. A “mortgage” REIT that invests most or all of its assets in mortgages will be subject to many of the risks described above in respect of mortgage-backed securities. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. As a shareholder in a REIT a Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses. Real estate-related investments may entail leverage and may be highly volatile. The securities of

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small real-estate issuers can be more volatile and less liquid than securities of larger issuers and their issuers can have more limited financial resources.

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Redemptions by Significant Investors

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Repurchase Agreement Risk

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Risk of Investment in other Funds or Pools

investment from the investment company or pool at a disadvantageous time. Private investment pools in which the Funds may invest are not registered under the 1940 Act, and so will not offer all of the protections provided by the 1940 Act (including, among other things, independent oversight, protections against certain conflicts of interest, and custodial risks). A Fund is exposed indirectly to all of the risks applicable to any other investment company or pool in which it invests, including that the investment company or pool will not perform as expected. Investments in other investment companies or private pools may be illiquid, may be leveraged, and may be highly volatile.

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sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates.

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Sector Risk

If a Fund allocates a substantial amount of its assets to one or more particular industries or to particular economic, market, or industry

sectors, then economic, business, regulatory, or other developments affecting issuers in those industries or sectors may affect the Fund adversely to a greater extent than if the Fund had invested more broadly. Examples might include investments in the technology, health care, or financial sectors or in one or more industries within those sectors. A substantial investment in one or more such industries or sectors has the potential to increase the volatility of a Fund’s portfolio, and may cause the Fund to underperform other mutual funds.

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Small and Mid-Cap Company Risk

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Sovereign Debt Obligations Risk

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its access to foreign exchange, the relative size of its debt service burden to its economy as a whole, and political constraints. A governmental entity may default on its obligations or may require renegotiation or rescheduling of debt payments. Any restructuring of a sovereign debt obligation held by the Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer or to realize on collateral securing the debt. The sovereign debt of many non-U.S. governments, including their sub-divisions and instrumentalities, is rated below investment grade (“junk” or “high yield” bonds). Sovereign debt risk may be greater for debt securities issued or guaranteed by emerging and/or frontier market countries. At times, certain emerging and frontier market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging and frontier market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders.

•

U.S. Government Securities Risk

principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by the full faith and credit of the United States. From time to time, uncertainty regarding the status of negotiations in the U.S. Government to increase the statutory debt ceiling could increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. Government-sponsored entity is negatively impacted by legislative or regulatory action (or lack thereof), is unable to meet its obligations, or its creditworthiness declines, the performance of each Fund that holds securities of the entity will be adversely impacted. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. Investments in these securities are also subject to, among other things, interest rate risk, prepayment risk, extension risk, and the risk that the value of the securities will fluctuate in response to political, market, or economic developments.

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Valuation Risk

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can be no assurance that any fair valuation of an investment held by a Fund will in fact approximate the price at which the Fund might sell the investment at the time. Technological issues or other service disruption issues involving third-party service providers may limit the ability of the Fund to value its investment accurately or timely. To the extent a Fund sells a security at a price lower than the price it has been using to value the security, its NAV will be adversely affected. If a Fund has overvalued securities it holds, you may pay too much for the Fund’s shares when you buy into the Fund. If a Fund underestimates the price of its portfolio securities, you may not receive the full market value for your Fund shares when you sell.

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Value Company Risk

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Management of the Funds

Investment Adviser

Each Fund pays MML Advisers all-inclusive management fees based on the average daily net assets of each class of the Fund. The all-inclusive management fees are calculated and accrued daily, and include investment management services and ordinary, recurring operating expenses, but do not cover interest; expenses related to borrowings, securities lending, leverage, taxes, and brokerage; short sale dividend and loan expense; acquired fund fees and expenses; payments pursuant to a Rule 12b-1 plan or similar plan; non-recurring or unusual expenses; and extraordinary legal and other expenses. The difference in all-inclusive management fees among the classes, if any, is a result of their separate arrangements for administrative and shareholder services. It is not the result of any difference in management or custodial fees or other expenses related to the management of the Fund’s assets, which do not vary by class. Except for the MassMutual Select T. Rowe Price Retirement Balanced Fund, in accordance with a predetermined contractual fee schedule, the all-inclusive management fee rates for the MassMutual Select T. Rowe Price Retirement Funds generally decline over time as the Fund reduces its overall stock exposure along its glide path. The fee tables above reflect the all-inclusive management fee rates that were in effect on June 1, 2022. Any predetermined decrease in the all-inclusive management fee rates for a particular year will occur on June 1. The contractual fee schedule applicable to the MassMutual Select T. Rowe Price Retirement Funds is available in the Funds’ SAI.

A discussion regarding the basis for the Trustees approving any investment advisory contract of the Funds is available in the Funds’ annual report to shareholders dated September 30, 2022.

A component of the all-inclusive management fees that each Fund pays MML Advisers is for administrative and shareholder services to compensate it for providing general administrative services to the Funds and for providing or causing to be provided ongoing shareholder servicing to direct and indirect investors in the Funds. MML Advisers pays substantially all of the fee to third parties who provide shareholder servicing and investor recordkeeping services. The component is calculated and paid based on the average daily net assets attributable to each share class of the Fund separately, and is paid at the following annual rates: 0.15% for Class M5 shares, Class M4 shares, and Class M3 shares. Class I shares do not pay for any administrative and shareholder services.

Subadviser and Portfolio Managers

MML Advisers contracts with T. Rowe Price to help manage the Funds. Subject to the oversight of the Trustees, MML Advisers has the ultimate responsibility to oversee T. Rowe Price and recommend its hiring, termination, and replacement. This responsibility includes, but is not limited to, analysis and review of T. Rowe Price’s performance, as well as assistance in the identification and vetting of a new or replacement subadviser. In addition, MML Advisers maintains responsibility for a number of other important obligations, including, among other things, board reporting, assistance in the annual advisory contract renewal process, and, in general, the performance of all obligations not delegated to T. Rowe Price. MML Advisers also provides advice and recommendations to the Trustees, and performs such review and oversight functions as the Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of each Fund, valuations of portfolio securities, and other matters relating generally to the investment program of each Fund.

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T. Rowe Price Associates, Inc. (“T. Rowe Price”), located at 100 East Pratt Street, Baltimore, Maryland 21202, manages each Fund. T. Rowe Price, a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly-traded financial services holding company, has been managing assets since 1937. As of September 30, 2022, T. Rowe Price and its affiliates had approximately $1.23 trillion in assets under management.

Kimberly E. DeDominicis

is a portfolio manager of each Fund. Ms. DeDominicis is a Vice President and Portfolio Manager for T. Rowe Price. Ms. DeDominicis originally joined T. Rowe Price in 1998 and returned to T. Rowe Price in 2003. Her investment experience dates from 1999. Ms. DeDominicis has served as an associate portfolio manager for T. Rowe Price’s target date strategies during the past five years.

Andrew Jacobs van Merlen, CFA

is a portfolio manager of each Fund. Mr. Jacobs van Merlen is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2000 and his investment experience dates from 2003.

Wyatt A. Lee, CFA

is a portfolio manager of each Fund. Mr. Lee is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 1999 and his investment experience dates from 1997. Mr. Lee has served as a portfolio manager for T. Rowe Price throughout the past five years and also serves on T. Rowe Price’s Multi-Asset Steering Committee. Effective October 1, 2019, Mr. Lee became Head of Target Date Strategies for T. Rowe Price.

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About the Classes of Shares – I, M5, M4, and M3 Shares

Choosing a Share Class.

Each Fund offers four classes of shares.

The only differences among the various classes are that (a) each class is subject to different expenses specific to that class, including any expenses under a Rule 12b-1 Plan and any administrative and shareholder service expenses included in each Fund’s all-inclusive management fees; (b) each class has a different class designation; (c) each class has exclusive voting rights with respect to matters solely affecting such class; and (d) each class has different exchange privileges. Not all of the classes of a Fund are available in every state.

A financial intermediary is entitled to receive compensation for purchases made through the financial intermediary. The Funds, the transfer agent, and MML Distributors, LLC (the “Distributor”) do not provide investment advice.

Fees and Expenses.

Different classes of shares are subject to different fees and expenses. A class’s fees and expenses will affect the performance of that class.

•

Administrative and Shareholder Services Fee: Shares of all classes, except Class I shares, pay for administrative and shareholder services as part of each Fund’s all-inclusive management fees. This fee is described above under “Management of the Funds – Investment Adviser.”

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Servicing or Distribution Fees: Class M4 and Class M3 shares are subject to servicing or distribution fees paid under a Rule 12b-1 Plan. These fees are described below in “Distribution Plan, Shareholder Servicing, and Payments to Intermediaries.”

For actual past expenses of each share class, see the “Financial Highlights” tables later in this Prospectus.

Purchasing Shares.

Different classes of shares are available to different investors and from different sources.

•

Institutional Distribution Channels: Class I and Class M5 shares are offered primarily to institutional investors through institutional distribution channels. These channels include employer-sponsored retirement plans or through broker-dealers, financial institutions, and insurance companies.

Class M4 and Class M3 shares are offered primarily through other distribution channels, such as broker-dealers or financial institutions.

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Investment Accounts and Plans: All classes of shares are available for purchase by insurance company separate investment accounts, qualified plans under Section 401(a) of the Code, Code Section 403(b) plans, Code Section 457 plans, non-qualified deferred compensation plans, and other institutional investors.

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Funds: Class I and Class M5 shares are available for purchase by mutual funds and collective trust funds.

•

Section 501(c)(9) Associations: Class M5, Class M4, and Class M3 shares may be purchased by voluntary employees’ beneficiary associations described in Code Section 501(c)(9).

A plan or institutional investor will be permitted to purchase shares of a class based upon the expected size (over time), servicing needs, or distribution or servicing costs for the plan or institutional investor as determined by the Distributor or a financial intermediary, as applicable.

A financial intermediary may, by agreement with the Distributor or MML Advisers, make available to its plan or institutional clients shares of one class or a limited number of classes of the Funds. An investor should consult its financial intermediary for information (including expense information) regarding the share class(es) the intermediary will make available for purchase by the investor.

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Distribution Plan, Shareholder Servicing, and Payments to Intermediaries

Shares of all classes of the Funds are sold without a front-end sales charge, and none of the Funds’ shares are subject to a deferred sales charge.

Rule 12b-1 fees.

The Funds have adopted a Rule 12b-1 Plan (the “Plan”). Under the Plan, a Fund may make payments at an annual rate of up to 0.25% of the average daily net assets attributable to its Class M4 shares, and up to 0.50% of the average daily net assets attributable to its Class M3 shares. The Plan is a compensation plan, under which the Funds make payments to the Distributor for the services it provides and for the expenses it bears in connection with the distribution of Class M4 and Class M3 shares, and for the servicing of Class M4 and Class M3 shareholders. Because Rule 12b-1 fees are paid out of the Funds’ Class M4 and Class M3 assets on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. All Class M4 and Class M3 shareholders share in the expense of Rule 12b-1 fees paid by those classes. A Fund may pay distribution fees and other amounts described in this Prospectus at a time when shares of that Fund are unavailable for purchase.

Shareholder servicing payments.

MML Advisers pays all or a portion of the component of the all-inclusive management fees that it receives from each Fund for administrative and shareholder services, as described above under “Management of the Funds – Investment Adviser,” to intermediaries as compensation for, or reimbursement of expenses relating to, services provided to shareholders of the Funds.

Payments to intermediaries.

The Distributor and MML Advisers may retain a portion of the Rule 12b-1 payments and/or shareholder servicing payments received by them, or they may pay the full amount to intermediaries. Rule 12b-1 fees may be paid to financial intermediaries in advance for the first year after Class M4 and Class M3 shares are sold. After the first year, those fees will be paid on a quarterly basis.

Additional information.

The Distributor may directly, or through an affiliate, pay a sales concession of up to 1.00% of the purchase price of Class M4 and Class M3 shares to broker-dealers or other financial intermediaries at the time of sale. However, the total amount paid to broker-dealers or other financial intermediaries at the time of sale, including any advance of Rule 12b-1 service fees or shareholder service fees, may not be more than 1.00% of the purchase price.

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•

Payments to administrative service providers that provide enrollment, recordkeeping, and other services to pension plans;

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Cash and non-cash benefits, such as bonuses and allowances or prizes and awards, for certain broker-dealers, administrative service providers, and MassMutual insurance agents;

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Payments to intermediaries for, among other things, training of sales personnel, conference support, marketing, or other services provided

to promote awareness of MassMutual’s products;

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Payments under agreements with MassMutual not directly related to the sale of specific variable annuity contracts or the Funds, such as educational seminars and training or pricing services.

Buying, Redeeming, and Exchanging Shares

purchase shares through a broker-dealer or other intermediary, then, in order for your purchase to be based on a Fund’s next determined NAV, the broker-dealer or other intermediary must receive your request before the close of regular trading on the New York Stock Exchange (“NYSE”) (normally, 4:00 p.m. Eastern time), and the broker-dealer or other intermediary must subsequently communicate the request properly to the Funds. Shares purchased through a broker-dealer or other intermediary may be subject to transaction and/or other fees. The Funds will suspend selling their shares during any period when the determination

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of NAV is suspended. The Funds can reject any purchase order and can suspend purchases if they believe it is in their best interest.

The Funds have authorized one or more broker-dealers or other intermediaries to receive redemption requests on their behalf. Such broker-dealers or other intermediaries may themselves designate other intermediaries to receive redemption requests on the Funds’ behalf. The Funds redeem their shares at their next NAV computed after your redemption request is received by the transfer agent, MML Advisers, such a broker-dealer, or another intermediary. If you redeem shares through a broker-dealer or other intermediary, then, in order for your redemption price to be based on a Fund’s next determined NAV, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker-dealer or other intermediary must subsequently communicate the request properly to the Funds. Shares redeemed through a broker-dealer or other intermediary may be subject to transaction and/or other fees. You will usually receive payment for your shares within seven days after your redemption request is received in good order. If, however, you request redemption of shares recently purchased by check, you may not receive payment until the check has been collected, which may take up to 15 days from time of purchase. Under unusual circumstances, the Funds can also suspend or postpone payment, when permitted by applicable law and regulations. The Funds’ transfer agent may temporarily delay for more than seven days the disbursement of redemption proceeds from the Fund account of a “Specified Adult” (as defined in Financial Industry Regulatory Authority Rule 2165) based on a reasonable belief that financial exploitation of the Specified Adult has occurred, is occurring, has been attempted, or will be attempted, subject to certain conditions. Under normal circumstances, each Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Under stressed market conditions, a Fund may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time. To the extent consistent with applicable laws and regulations, the Funds reserve the right to satisfy all or a portion of a redemption request by distributing securities or other property in lieu of cash (“in-kind” redemptions), under both normal and stressed market conditions. Some

Funds may be limited in their ability to use assets other than cash to meet redemption requests due to restrictions on ownership of their portfolio assets. The securities distributed in an in-kind redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market risk until they are sold and may increase or decrease in value prior to converting them into cash. You may incur brokerage and other transaction costs, and could incur a taxable gain or loss for income tax purposes when converting the securities to cash.

Risk of Substantial Redemptions.

Exchanges

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series of the MassMutual Premier Funds, in those cases when exchanges are not permitted, as described in the applicable Prospectus under “Placing Transaction Orders—For Shareholders holding shares of theTrust prior to November 1, 2004.” Any share class of another series may be exchanged for Class R5 shares of the MassMutual U.S. Government Money Market Fund. If Class R5 shares of the MassMutual U.S. Government Money Market Fund are exchanged for Class A shares of another series, any sales charge applicable to those Class A shares will typically apply. For individual retirement accounts described in Code Section 408, Class R5 shares of the MassMutual U.S. Government Money Market Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), and Class A shares of any other series may only be exchanged for Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund. An exchange is treated as a sale of shares in one series and a purchase of shares in another series at the NAV next determined after the exchange request is received and accepted by the transfer agent, MML Advisers, a broker-dealer, or another intermediary authorized for this purpose. You can only exchange into shares of another series if you meet any qualification requirements of the series into which you seek to exchange (for example, shares of some series are not available to purchasers through certain investment channels, and some may be available only to certain types of shareholders). In addition, in limited circumstances, such as those described above, for certain series the share class available for exchange may not be the same share class as the series from which you are exchanging. Exchange requests involving a purchase into any series (except the MassMutual Strategic Bond Fund, MassMutual U.S. Government Money Market Fund, MassMutual Inflation-Protected and Income Fund, MassMutual Core Bond Fund, MassMutual Diversified Bond Fund, MassMutual Short-Duration Bond Fund, MassMutual High Yield Fund, MassMutual Global Floating Rate Fund, MassMutual Global Credit Income Opportunities

Fund, and MassMutual Emerging Markets Debt Blended Total Return Fund), however, will not be accepted if you have already made a purchase followed by a redemption involving the same series within the last 60 days. This restriction does not apply to rebalancing trades executed by any of the MassMutual RetireSMARTSM by JPMorgan Funds, MassMutual Select T. Rowe Price Retirement Funds, and MassMutual Target Allocation Funds. This restriction also does not apply to exchanges made pursuant to certain asset allocation programs, systematic exchange programs, and dividend exchange programs. If you place an order to exchange shares of one series for another through a broker-dealer or other intermediary then, in order for your exchange to be effected based on the series’ next determined NAVs, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker-dealer or other intermediary must subsequently communicate the request properly to the MassMutual Funds.

•

you have engaged in excessive trading;

•

a Fund receives or expects simultaneous orders affecting significant portions of the Fund’s assets;

•

a pattern of exchanges occurs which coincides with a market timing strategy; or

•

the Fund would be unable to invest the funds effectively based on its investment objectives and policies or if the Fund would be adversely affected.

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

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result, the NAV of a Fund’s shares may change on days when you will not be able to buy or sell shares.

Transaction Orders by Telephone and in Writing

Transaction Orders by Telephone

Transaction Orders in Writing

Transfer Agency Operations, Box 5493, Boston, MA 02206 and should include the following information:

•

If applicable, a corporate resolution which states that the extract of the by-laws is true and complete and is in full force and effect.

•

How to Invest

Outlined below are various methods for buying shares of the Funds:

Method			Instructions
Through your financial intermediary			Your financial intermediary can help you establish your account and buy shares on your behalf. To receive the current trading day’s price, your financial intermediary must receive your request in good order prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. Your financial intermediary may charge you fees for executing the purchase for you.
By exchange			You or your financial intermediary may acquire shares of a Fund for your account by exchanging shares you own in certain other funds advised by MML Advisers for shares of the same class of a Fund, subject to the conditions described in “Exchanges” above. In addition, you or your financial intermediary may exchange shares of a class of a Fund you own for shares of a different class of the same Fund, subject to the conditions described in “Exchanges.” To exchange, send written instructions to the applicable Fund, at the address noted below(1) or call 1-800-860-2232.

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Method			Instructions
By wire			You may purchase shares of a Fund by wiring money from your bank account to your Fund account. Prior to sending wire transfers, please contact Shareholder Services at 1-800-860-2232 for specific wiring instructions and to facilitate prompt and accurate credit upon receipt of your wire. To receive the current trading day’s price, your wire, along with a valid account number, must be received in your Fund account prior to the close of regular trading on the New York Stock Exchange, usually 4:00 p.m., Eastern time. If your initial purchase of shares is by wire, you must first complete a new account application and promptly mail it to MassMutual Select Funds – (Fund Name), at the address noted below.(1) After completing a new account application, please call 1-800-860-2232 to obtain your account number. Please include your account number on the wire.
By check			To purchase shares of a Fund by check, make your check payable to ‘MassMutual Select Funds’. Your checks should include the fund name which you would like to purchase along with your account number (if previously established). Your request should be mailed to the address listed below.(1) The Funds will accept purchases only in U.S. dollars drawn from U.S. financial institutions. Cashier’s checks, third party checks, money orders, credit card convenience checks, cash or equivalents, or payments in foreign currencies are not acceptable forms of payment.

(1)

Regular Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, Box 5493, Boston, MA 02206

Overnight Mail: State Street Bank and Trust Company, Attn: MassMutual Transfer Agency, Mail Code JAB0321, 1776 Heritage Drive, No. Quincy, MA 02171

Cost Basis Reporting

Frequent Trading Policies

those who engage in such activities may employ a variety of techniques to avoid detection. Therefore, despite MML Advisers’ efforts to prevent excessive trading and/or market timing trading activities, there can be no assurance that MML Advisers will be able to identify all those who trade excessively or employ a market timing strategy and curtail their trading in every instance.

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trading and/or market timing activity. When trading activity is determined by a Fund or MML Advisers, in their sole discretion, to be excessive in nature, certain account-related privileges, such as the ability to place purchase, redemption, and exchange orders over the internet, may be suspended for such account.

Omnibus Account Limitations. Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and other financial intermediaries such as broker-dealers, advisers, and third-party administrators. Not all omnibus accounts apply the policies and procedures adopted by the Funds and MML Advisers. Some omnibus accounts may have different or less restrictive policies and procedures regarding frequent trading, or no trading restrictions at all. If you hold your Fund shares through an omnibus account, that financial intermediary may impose its own restrictions or limitations to discourage excessive trading and/or market timing activity. You should consult your financial intermediary to find out what trading restrictions, including limitations on exchanges, may apply. The Funds’ ability to identify and deter excessive trading and/or market timing activities through omnibus accounts is limited, and the Funds’ success in accomplishing the objectives of the policies concerning frequent trading of Fund

shares in this context depends significantly upon the cooperation of the financial intermediaries. Because the Funds receive these orders on an aggregated basis and because the omnibus accounts may trade with numerous fund families with differing frequent trading policies, the Funds are limited in their ability to identify or deter those individuals or entities that may be engaging in excessive trading and/or market timing activities. While the Funds and MML Advisers encourage those financial intermediaries to apply the Funds’ policies to their customers who invest indirectly in the Funds, the Funds and MML Advisers may need to rely on those intermediaries to monitor trading in good faith in accordance with its or the Funds’ policies, since individual trades in omnibus accounts are often not disclosed to the Funds. While the Funds will generally monitor trading activity at the omnibus account level to attempt to identify excessive trading and/or market timing activity, reliance on intermediaries increases the risk that excessive trading and/or market timing activity may go undetected. If evidence of possible excessive trading and/or market timing activity is observed by the Funds, the financial intermediary that is the registered owner will be asked to review the account activity, and to confirm to the Funds that appropriate action has been taken to limit any excessive trading and/or market timing activity.

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Determining Net Asset Value

assets may still be affected on such days to the extent that an Underlying Fund holds foreign securities that trade on days that foreign securities markets are open.

The NAV of each Fund is based upon the NAVs of its corresponding Underlying Funds. Shares of the Underlying Funds are valued at their closing NAVs as reported on each Business Day.

Certain Underlying Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the values of the Funds’ portfolio securities may change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next Business Day.

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Taxation and Distributions

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Financial Highlights

The financial highlights tables are intended to help you understand the Funds’ financial performance for the past 5 years (or shorter periods for newer Funds). Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose reports, along with each Fund’s financial statements, are included in the Trust’s Annual Reports, and are incorporated by reference into the SAI, and are available upon request.

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT BALANCED FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 17.72	$ 0.46	$ (2.83)	$ (2.37)	$ (0.65)	$ (1.08)	$ (1.73)	$ 13.62	(14.93%)	$ 20,187	0.40%	0.27%	2.90%
9/30/21	16.19	0.25	2.00	2.25	(0.36)	(0.36)	(0.72)	17.72	14.19%	25,173	0.40%	0.27%	1.42%
9/30/20	15.46	0.31	0.91	1.22	(0.38)	(0.11)	(0.49)	16.19	8.01%	18,598	0.19%	0.06%	2.03%
9/30/19	15.22	0.29	0.44	0.73	(0.36)	(0.13)	(0.49)	15.46	5.24%	14,363	0.27%	0.01%	1.94%
9/30/18^g	15.00	0.02	0.20	0.22	—	—	—	15.22	1.47%^b	5,429	0.41%^a	0.00%^a	0.25%^a
Class M5
9/30/22	$ 17.73	$ 0.42	$ (2.83)	$ (2.41)	$ (0.61)	$ (1.08)	$ (1.69)	$ 13.63	(15.09%)	$ 126,517	0.55%	0.42%	2.66%
9/30/21	16.20	0.23	2.00	2.23	(0.34)	(0.36)	(0.70)	17.73	14.02%	152,253	0.55%	0.42%	1.30%
9/30/20	15.48	0.34	0.85	1.19	(0.36)	(0.11)	(0.47)	16.20	7.85%	126,059	0.33%	0.20%	2.17%
9/30/19	15.21	0.08	0.64	0.72	(0.32)	(0.13)	(0.45)	15.48	5.11%	118,872	0.42%	0.16%	0.53%
9/30/18^g	15.00	0.01	0.20	0.21	—	—	—	15.21	1.40%^b	9,189	0.56%^a	0.15%^a	0.09%^a
Class M4
9/30/22	$ 17.66	$ 0.40	$ (2.85)	$ (2.45)	$ (0.48)	$ (1.08)	$ (1.56)	$ 13.65	(15.28%)	$ 7,314	0.80%	0.67%	2.50%
9/30/21	16.13	0.22	1.97	2.19	(0.30)	(0.36)	(0.66)	17.66	13.80%	14,092	0.80%	0.67%	1.27%
9/30/20	15.42	0.30	0.84	1.14	(0.32)	(0.11)	(0.43)	16.13	7.52%	19,598	0.58%	0.45%	1.94%
9/30/19	15.18	0.27	0.41	0.68	(0.31)	(0.13)	(0.44)	15.42	4.85%	17,961	0.67%	0.40%	1.79%
9/30/18^g	15.00	(0.02)	0.20	0.18	—	—	—	15.18	1.20%^b	14,251	0.81%^a	0.40%^a	(0.16%)^a
Class M3
9/30/22	$ 17.65	$ 0.33	$ (2.81)	$ (2.48)	$ (0.52)	$ (1.08)	$ (1.60)	$ 13.57	(15.55%)	$ 4,113	1.05%	0.92%	2.11%
9/30/21	16.11	0.13	2.01	2.14	(0.24)	(0.36)	(0.60)	17.65	13.47%	6,265	1.05%	0.92%	0.74%
9/30/20	15.39	0.28	0.82	1.10	(0.27)	(0.11)	(0.38)	16.11	7.27%	6,073	0.83%	0.70%	1.79%
9/30/19	15.16	0.25	0.39	0.64	(0.28)	(0.13)	(0.41)	15.39	4.61%	7,417	0.92%	0.66%	1.68%
9/30/18^g	15.00	(0.04)	0.20	0.16	—	—	—	15.16	1.07%^b	6,340	1.06%^a	0.65%^a	(0.41%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	34%	38%	50%	19%	60%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

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MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2005 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 17.52	$ 0.39	$ (2.66)	$ (2.27)	$ (0.62)	$ (2.18)	$ (2.80)	$ 12.45	(15.62%)	$ 15,173	0.42%	0.28%	2.65%
9/30/21	16.24	0.30	1.84	2.14	(0.38)	(0.48)	(0.86)	17.52	13.48%	17,418	0.42%	0.28%	1.74%
9/30/20	15.74	0.34	0.85	1.19	(0.43)	(0.26)	(0.69)	16.24	7.74%	19,736	0.62%	0.06%	2.21%
9/30/19	15.19	0.21	0.66	0.87	(0.29)	(0.03)	(0.32)	15.74	5.96%	13,386	0.87%	0.02%	1.40%
9/30/18^g	15.00	0.04	0.15	0.19	—	—	—	15.19	1.27%^b	4,932	2.26%^a	0.00%^a	0.38%^a
Class M5
9/30/22	$ 17.48	$ 0.41	$ (2.69)	$ (2.28)	$ (0.60)	$ (2.18)	$ (2.78)	$ 12.42	(15.73%)	$ 5,681	0.57%	0.43%	2.79%
9/30/21	16.20	0.24	1.87	2.11	(0.35)	(0.48)	(0.83)	17.48	13.33%	7,783	0.57%	0.43%	1.39%
9/30/20	15.71	0.41	0.75	1.16	(0.41)	(0.26)	(0.67)	16.20	7.55%	8,440	0.77%	0.20%	2.63%
9/30/19	15.17	0.34	0.50	0.84	(0.27)	(0.03)	(0.30)	15.71	5.80%	8,422	1.03%	0.16%	2.26%
9/30/18^g	15.00	0.02	0.15	0.17	—	—	—	15.17	1.13%^b	7,754	2.41%^a	0.15%^a	0.21%^a
Class M4
9/30/22	$ 17.46	$ 0.36	$ (2.68)	$ (2.32)	$ (0.54)	$ (2.18)	$ (2.72)	$ 12.42	(15.93%)	$ 2,073	0.82%	0.68%	2.46%
9/30/21	16.17	0.21	1.86	2.07	(0.30)	(0.48)	(0.78)	17.46	13.07%	3,096	0.82%	0.68%	1.22%
9/30/20	15.69	0.36	0.76	1.12	(0.38)	(0.26)	(0.64)	16.17	7.29%	3,455	1.02%	0.45%	2.30%
9/30/19	15.15	0.25	0.56	0.81	(0.24)	(0.03)	(0.27)	15.69	5.53%	3,138	1.28%	0.41%	1.64%
9/30/18^g	15.00	(0.00)^d	0.15	0.15	—	—	—	15.15	1.00%^b	2,059	2.66%^a	0.40%^a	(0.05%)^a
Class M3
9/30/22	$ 17.39	$ 0.29	$ (2.64)	$ (2.35)	$ (0.52)	$ (2.18)	$ (2.70)	$ 12.34	(16.17%)	$ 1,453	1.07%	0.93%	2.01%
9/30/21	16.11	0.12	1.90	2.02	(0.26)	(0.48)	(0.74)	17.39	12.77%	1,603	1.07%	0.93%	0.72%
9/30/20	15.64	0.32	0.76	1.08	(0.35)	(0.26)	(0.61)	16.11	7.01%	1,227	1.27%	0.69%	2.07%
9/30/19	15.12	0.22	0.55	0.77	(0.22)	(0.03)	(0.25)	15.64	5.28%	1,539	1.53%	0.66%	1.45%
9/30/18^g	15.00	(0.03)	0.15	0.12	—	—	—	15.12	0.80%^b	895	2.91%^a	0.65%^a	(0.30%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	37%	54%	59%	41%	39%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 164 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2010 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 17.63	$ 0.39	$ (2.90)	$ (2.51)	$ (0.62)	$ (1.27)	$ (1.89)	$ 13.23	(16.02%)	$ 63,308	0.42%	0.28%	2.51%
9/30/21	16.05	0.27	2.05	2.32	(0.37)	(0.37)	(0.74)	17.63	14.74%	75,734	0.42%	0.28%	1.55%
9/30/20	15.66	0.37	0.85	1.22	(0.43)	(0.40)	(0.83)	16.05	8.02%	72,187	0.20%	0.05%	2.40%
9/30/19	15.20	0.34	0.50	0.84	(0.37)	(0.01)	(0.38)	15.66	5.84%	65,842	0.16%	0.01%	2.26%
9/30/18^g	15.00	0.02	0.18	0.20	—	—	—	15.20	1.33%^b	19,842	0.26%^a	0.00%^a	0.33%^a
Class M5
9/30/22	$ 17.61	$ 0.47	$ (2.99)	$ (2.52)	$ (0.61)	$ (1.27)	$ (1.88)	$ 13.21	(16.10%)	$ 20,741	0.57%	0.43%	2.98%
9/30/21	16.03	0.21	2.08	2.29	(0.34)	(0.37)	(0.71)	17.61	14.57%	32,649	0.57%	0.43%	1.20%
9/30/20	15.65	0.39	0.80	1.19	(0.41)	(0.40)	(0.81)	16.03	7.81%	28,892	0.34%	0.20%	2.53%
9/30/19	15.19	0.36	0.46	0.82	(0.35)	(0.01)	(0.36)	15.65	5.70%	30,690	0.31%	0.16%	2.43%
9/30/18^g	15.00	0.01	0.18	0.19	—	—	—	15.19	1.27%^b	32,952	0.41%^a	0.15%^a	0.16%^a
Class M4
9/30/22	$ 17.56	$ 0.38	$ (2.96)	$ (2.58)	$ (0.51)	$ (1.27)	$ (1.78)	$ 13.20	(16.40%)	$ 10,567	0.82%	0.68%	2.45%
9/30/21	15.99	0.23	2.02	2.25	(0.31)	(0.37)	(0.68)	17.56	14.35%	26,545	0.82%	0.68%	1.37%
9/30/20	15.61	0.33	0.82	1.15	(0.37)	(0.40)	(0.77)	15.99	7.56%	30,398	0.60%	0.45%	2.16%
9/30/19	15.17	0.31	0.46	0.77	(0.32)	(0.01)	(0.33)	15.61	5.37%	23,473	0.56%	0.41%	2.06%
9/30/18^g	15.00	(0.01)	0.18	0.17	—	—	—	15.17	1.13%^b	20,459	0.66%^a	0.40%^a	(0.08%)^a
Class M3
9/30/22	$ 17.56	$ 0.35	$ (2.95)	$ (2.60)	$ (0.51)	$ (1.27)	$ (1.78)	$ 13.18	(16.57%)	$ 8,647	1.07%	0.93%	2.28%
9/30/21	15.99	0.15	2.04	2.19	(0.25)	(0.37)	(0.62)	17.56	13.97%	13,883	1.07%	0.93%	0.90%
9/30/20	15.59	0.25	0.87	1.12	(0.32)	(0.40)	(0.72)	15.99	7.34%	14,512	0.85%	0.70%	1.62%
9/30/19	15.14	0.26	0.48	0.74	(0.28)	(0.01)	(0.29)	15.59	5.15%	13,737	0.81%	0.66%	1.74%
9/30/18^g	15.00	(0.04)	0.18	0.14	—	—	—	15.14	0.93%^b	15,085	0.91%^a	0.65%^a	(0.33%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	34%	33%	53%	27%	14%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

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MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2015 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 17.97	$ 0.36	$ (2.99)	$ (2.63)	$ (0.62)	$ (1.15)	$ (1.77)	$ 13.57	(16.38%)	$ 65,438	0.44%	0.30%	2.29%
9/30/21	16.17	0.24	2.32	2.56	(0.35)	(0.41)	(0.76)	17.97	16.19%	78,555	0.44%	0.32%	1.35%
9/30/20	15.64	0.35	0.93	1.28	(0.41)	(0.34)	(0.75)	16.17	8.40%	65,346	0.20%	0.06%	2.29%
9/30/19	15.21	0.30	0.49	0.79	(0.34)	(0.02)	(0.36)	15.64	5.52%	56,389	0.17%	0.01%	1.99%
9/30/18^g	15.00	0.02	0.19	0.21	—	—	—	15.21	1.40%^b	27,304	0.34%^a	0.00%^a	0.29%^a
Class M5
9/30/22	$ 17.94	$ 0.42	$ (3.07)	$ (2.65)	$ (0.60)	$ (1.15)	$ (1.75)	$ 13.54	(16.50%)	$ 39,275	0.59%	0.45%	2.64%
9/30/21	16.14	0.21	2.32	2.53	(0.32)	(0.41)	(0.73)	17.94	16.05%	64,169	0.59%	0.47%	1.21%
9/30/20	15.62	0.36	0.89	1.25	(0.39)	(0.34)	(0.73)	16.14	8.19%	53,926	0.35%	0.21%	2.30%
9/30/19	15.19	0.32	0.46	0.78	(0.33)	(0.02)	(0.35)	15.62	5.44%	52,284	0.32%	0.16%	2.14%
9/30/18^g	15.00	0.01	0.18	0.19	—	—	—	15.19	1.27%^b	53,386	0.49%^a	0.15%^a	0.14%^a
Class M4
9/30/22	$ 17.92	$ 0.35	$ (3.04)	$ (2.69)	$ (0.52)	$ (1.15)	$ (1.67)	$ 13.56	(16.68%)	$ 5,066	0.84%	0.70%	2.21%
9/30/21	16.12	0.19	2.30	2.49	(0.28)	(0.41)	(0.69)	17.92	15.74%	11,856	0.84%	0.72%	1.07%
9/30/20	15.60	0.31	0.89	1.20	(0.34)	(0.34)	(0.68)	16.12	7.89%	12,857	0.60%	0.46%	2.03%
9/30/19	15.17	0.23	0.51	0.74	(0.29)	(0.02)	(0.31)	15.60	5.15%	13,738	0.57%	0.41%	1.52%
9/30/18^g	15.00	(0.01)	0.18	0.17	—	—	—	15.17	1.13%^b	11,781	0.74%^a	0.40%^a	(0.12%)^a
Class M3
9/30/22	$ 17.87	$ 0.32	$ (3.04)	$ (2.72)	$ (0.51)	$ (1.15)	$ (1.66)	$ 13.49	(16.89%)	$ 4,452	1.09%	0.95%	2.01%
9/30/21	16.08	0.13	2.31	2.44	(0.24)	(0.41)	(0.65)	17.87	15.46%	6,990	1.09%	0.97%	0.76%
9/30/20	15.56	0.30	0.87	1.17	(0.31)	(0.34)	(0.65)	16.08	7.65%	7,211	0.85%	0.70%	1.96%
9/30/19	15.15	0.28	0.41	0.69	(0.26)	(0.02)	(0.28)	15.56	4.84%	8,621	0.82%	0.66%	1.89%
9/30/18^g	15.00	(0.04)	0.19	0.15	—	—	—	15.15	1.00%^b	7,694	0.99%^a	0.65%^a	(0.37%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	35%	35%	57%	32%	19%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 166 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2020 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 18.31	$ 0.34	$ (3.04)	$ (2.70)	$ (0.64)	$ (1.49)	$ (2.13)	$ 13.48	(16.84%)	$ 267,728	0.47%	0.31%	2.16%
9/30/21	16.22	0.22	2.62	2.84	(0.34)	(0.41)	(0.75)	18.31	17.87%	303,954	0.47%	0.35%	1.25%
9/30/20	15.63	0.33	0.99	1.32	(0.39)	(0.34)	(0.73)	16.22	8.63%	265,328	0.12%	0.07%	2.11%
9/30/19	15.23	0.27	0.47	0.74	(0.33)	(0.01)	(0.34)	15.63	5.20%	219,375	0.05%	0.02%	1.81%
9/30/18^g	15.00	0.02	0.21	0.23	—	—	—	15.23	1.53%^b	110,027	0.05%^a	0.00%^a	0.25%^a
Class M5
9/30/22	$ 18.29	$ 0.47	$ (3.19)	$ (2.72)	$ (0.62)	$ (1.49)	$ (2.11)	$ 13.46	(16.98%)	$ 137,211	0.62%	0.47%	2.89%
9/30/21	16.20	0.19	2.62	2.81	(0.31)	(0.41)	(0.72)	18.29	17.71%	282,667	0.62%	0.50%	1.05%
9/30/20	15.61	0.34	0.96	1.30	(0.37)	(0.34)	(0.71)	16.20	8.49%	257,134	0.26%	0.21%	2.17%
9/30/19	15.21	0.29	0.43	0.72	(0.31)	(0.01)	(0.32)	15.61	5.07%	251,317	0.20%	0.17%	1.93%
9/30/18^g	15.00	0.01	0.20	0.21	—	—	—	15.21	1.40%^b	243,194	0.20%^a	0.15%^a	0.09%^a
Class M4
9/30/22	$ 18.24	$ 0.33	$ (3.09)	$ (2.76)	$ (0.53)	$ (1.49)	$ (2.02)	$ 13.46	(17.15%)	$ 70,876	0.87%	0.72%	2.07%
9/30/21	16.17	0.19	2.57	2.76	(0.28)	(0.41)	(0.69)	18.24	17.38%	139,862	0.87%	0.75%	1.08%
9/30/20	15.58	0.30	0.96	1.26	(0.33)	(0.34)	(0.67)	16.17	8.24%	159,246	0.51%	0.46%	1.92%
9/30/19	15.19	0.26	0.42	0.68	(0.28)	(0.01)	(0.29)	15.58	4.79%	147,162	0.45%	0.42%	1.77%
9/30/18^g	15.00	(0.01)	0.20	0.19	—	—	—	15.19	1.27%^b	136,540	0.45%^a	0.40%^a	(0.16%)^a
Class M3
9/30/22	$ 18.24	$ 0.30	$ (3.10)	$ (2.80)	$ (0.50)	$ (1.49)	$ (1.99)	$ 13.45	(17.37%)	$ 36,043	1.12%	0.97%	1.86%
9/30/21	16.16	0.12	2.58	2.70	(0.21)	(0.41)	(0.62)	18.24	17.02%	55,402	1.12%	1.00%	0.66%
9/30/20	15.56	0.25	0.97	1.22	(0.28)	(0.34)	(0.62)	16.16	8.01%	65,611	0.76%	0.71%	1.65%
9/30/19	15.17	0.21	0.43	0.64	(0.24)	(0.01)	(0.25)	15.56	4.49%	74,882	0.70%	0.67%	1.39%
9/30/18^g	15.00	(0.04)	0.21	0.17	—	—	—	15.17	1.13%^b	76,167	0.70%^a	0.65%^a	(0.41%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	35%	35%	53%	19%	11%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 167 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2025 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 19.04	$ 0.31	$ (3.31)	$ (3.00)	$ (0.66)	$ (1.36)	$ (2.02)	$ 14.02	(17.83%)	$ 356,557	0.50%	0.34%	1.88%
9/30/21	16.46	0.20	3.07	3.27	(0.33)	(0.36)	(0.69)	19.04	20.22%	377,165	0.51%	0.39%	1.06%
9/30/20	15.62	0.29	1.15	1.44	(0.36)	(0.24)	(0.60)	16.46	9.35%	284,762	0.14%	0.08%	1.89%
9/30/19	15.23	0.22	0.47	0.69	(0.29)	(0.01)	(0.30)	15.62	4.91%	202,728	0.06%	0.02%	1.43%
9/30/18^g	15.00	0.02	0.21	0.23	—	—	—	15.23	1.53%^b	81,689	0.09%^a	0.00%^a	0.20%^a
Class M5
9/30/22	$ 19.01	$ 0.45	$ (3.48)	$ (3.03)	$ (0.63)	$ (1.36)	$ (1.99)	$ 13.99	(17.99%)	$ 83,947	0.65%	0.50%	2.63%
9/30/21	16.43	0.17	3.07	3.24	(0.30)	(0.36)	(0.66)	19.01	20.08%	195,342	0.66%	0.54%	0.93%
9/30/20	15.60	0.32	1.09	1.41	(0.34)	(0.24)	(0.58)	16.43	9.15%	158,255	0.27%	0.22%	2.07%
9/30/19	15.22	0.26	0.41	0.67	(0.28)	(0.01)	(0.29)	15.60	4.72%	154,071	0.21%	0.16%	1.73%
9/30/18^g	15.00	0.00^d	0.22	0.22	—	—	—	15.22	1.47%^b	147,045	0.24%^a	0.15%^a	0.05%^a
Class M4
9/30/22	$ 18.96	$ 0.30	$ (3.36)	$ (3.06)	$ (0.57)	$ (1.36)	$ (1.93)	$ 13.97	(18.16%)	$ 51,635	0.90%	0.75%	1.81%
9/30/21	16.40	0.14	3.04	3.18	(0.26)	(0.36)	(0.62)	18.96	19.73%	98,755	0.91%	0.79%	0.76%
9/30/20	15.58	0.26	1.11	1.37	(0.31)	(0.24)	(0.55)	16.40	8.85%	89,755	0.53%	0.48%	1.69%
9/30/19	15.20	0.20	0.44	0.64	(0.25)	(0.01)	(0.26)	15.58	4.48%	81,705	0.46%	0.41%	1.33%
9/30/18^g	15.00	(0.02)	0.22	0.20	—	—	—	15.20	1.33%^b	61,589	0.49%^a	0.40%^a	(0.20%)^a
Class M3
9/30/22	$ 18.90	$ 0.26	$ (3.36)	$ (3.10)	$ (0.52)	$ (1.36)	$ (1.88)	$ 13.92	(18.37%)	$ 35,432	1.15%	1.00%	1.57%
9/30/21	16.35	0.10	3.02	3.12	(0.21)	(0.36)	(0.57)	18.90	19.41%	51,074	1.16%	1.04%	0.57%
9/30/20	15.53	0.25	1.08	1.33	(0.27)	(0.24)	(0.51)	16.35	8.62%	55,244	0.77%	0.72%	1.59%
9/30/19	15.17	0.16	0.44	0.60	(0.23)	(0.01)	(0.24)	15.53	4.23%	64,120	0.71%	0.66%	1.10%
9/30/18^g	15.00	(0.04)	0.21	0.17	—	—	—	15.17	1.13%^b	44,333	0.74%^a	0.65%^a	(0.45%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	38%	40%	42%	14%	10%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 168 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2030 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 19.67	$ 0.25	$ (3.65)	$ (3.40)	$ (0.69)	$ (1.21)	$ (1.90)	$ 14.37	(19.32%)	$ 627,370	0.53%	0.37%	1.44%
9/30/21	16.54	0.17	3.54	3.71	(0.31)	(0.27)	(0.58)	19.67	22.79%	582,489	0.54%	0.43%	0.88%
9/30/20	15.60	0.27	1.23	1.50	(0.34)	(0.22)	(0.56)	16.54	9.78%	432,292	0.13%	0.09%	1.74%
9/30/19	15.23	0.20	0.45	0.65	(0.28)	(0.00)^d	(0.28)	15.60	4.61%	329,602	0.04%	0.01%	1.37%
9/30/18^g	15.00	0.01	0.22	0.23	—	—	—	15.23	1.53%^b	148,473	0.04%^a	0.00%^a	0.16%^a
Class M5
9/30/22	$ 19.65	$ 0.37	$ (3.81)	$ (3.44)	$ (0.66)	$ (1.21)	$ (1.87)	$ 14.34	(19.51%)	$ 322,959	0.69%	0.54%	2.09%
9/30/21	16.52	0.13	3.55	3.68	(0.28)	(0.27)	(0.55)	19.65	22.65%	646,934	0.69%	0.58%	0.67%
9/30/20	15.58	0.28	1.20	1.48	(0.32)	(0.22)	(0.54)	16.52	9.65%	489,123	0.27%	0.23%	1.77%
9/30/19	15.22	0.23	0.39	0.62	(0.26)	(0.00)^d	(0.26)	15.58	4.41%	434,061	0.19%	0.16%	1.53%
9/30/18^g	15.00	0.00^d	0.22	0.22	—	—	—	15.22	1.47%^b	409,120	0.19%^a	0.15%^a	0.00%^a
Class M4
9/30/22	$ 19.58	$ 0.24	$ (3.71)	$ (3.47)	$ (0.58)	$ (1.21)	$ (1.79)	$ 14.32	(19.66%)	$ 143,393	0.94%	0.79%	1.41%
9/30/21	16.48	0.14	3.48	3.62	(0.25)	(0.27)	(0.52)	19.58	22.29%	291,355	0.94%	0.83%	0.73%
9/30/20	15.55	0.23	1.20	1.43	(0.28)	(0.22)	(0.50)	16.48	9.34%	298,652	0.52%	0.48%	1.51%
9/30/19	15.20	0.20	0.39	0.59	(0.24)	(0.00)^d	(0.24)	15.55	4.16%	247,113	0.44%	0.41%	1.34%
9/30/18^g	15.00	(0.02)	0.22	0.20	—	—	—	15.20	1.33%^b	193,313	0.44%^a	0.40%^a	(0.25%)^a
Class M3
9/30/22	$ 19.59	$ 0.21	$ (3.73)	$ (3.52)	$ (0.55)	$ (1.21)	$ (1.76)	$ 14.31	(19.91%)	$ 79,404	1.19%	1.04%	1.19%
9/30/21	16.46	0.06	3.52	3.58	(0.18)	(0.27)	(0.45)	19.59	22.06%	112,891	1.19%	1.08%	0.34%
9/30/20	15.53	0.20	1.19	1.39	(0.24)	(0.22)	(0.46)	16.46	9.06%	123,936	0.77%	0.73%	1.30%
9/30/19	15.17	0.15	0.41	0.56	(0.20)	(0.00)^d	(0.20)	15.53	3.93%	131,017	0.69%	0.66%	1.01%
9/30/18^g	15.00	(0.05)	0.22	0.17	—	—	—	15.17	1.13%^b	123,963	0.69%^a	0.65%^a	(0.50%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	34%	27%	34%	12%	7%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 169 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2035 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 20.26	$ 0.22	$ (4.01)	$ (3.79)	$ (0.75)	$ (1.00)	$ (1.75)	$ 14.72	(20.63%)	$ 412,008	0.57%	0.39%	1.24%
9/30/21	16.64	0.14	4.02	4.16	(0.28)	(0.26)	(0.54)	20.26	25.35%	372,474	0.57%	0.44%	0.71%
9/30/20	15.58	0.25	1.30	1.55	(0.32)	(0.17)	(0.49)	16.64	10.08%	250,301	0.15%	0.09%	1.59%
9/30/19	15.24	0.17	0.42	0.59	(0.25)	(0.00)^d	(0.25)	15.58	4.23%	172,985	0.07%	0.02%	1.15%
9/30/18^g	15.00	0.01	0.23	0.24	—	—	—	15.24	1.60%^b	70,756	0.10%^a	0.00%^a	0.12%^a
Class M5
9/30/22	$ 20.22	$ 0.36	$ (4.17)	$ (3.81)	$ (0.73)	$ (1.00)	$ (1.73)	$ 14.68	(20.78%)	$ 98,488	0.72%	0.56%	1.98%
9/30/21	16.62	0.12	3.99	4.11	(0.25)	(0.26)	(0.51)	20.22	25.09%	233,159	0.72%	0.61%	0.62%
9/30/20	15.56	0.26	1.27	1.53	(0.30)	(0.17)	(0.47)	16.62	9.95%	176,646	0.29%	0.23%	1.68%
9/30/19	15.23	0.20	0.37	0.57	(0.24)	(0.00)^d	(0.24)	15.56	4.05%	155,562	0.22%	0.16%	1.31%
9/30/18^g	15.00	(0.00)^d	0.23	0.23	—	—	—	15.23	1.53%^b	136,793	0.25%^a	0.15%^a	(0.03%)^a
Class M4
9/30/22	$ 20.16	$ 0.20	$ (4.04)	$ (3.84)	$ (0.67)	$ (1.00)	$ (1.67)	$ 14.65	(20.92%)	$ 67,260	0.97%	0.81%	1.10%
9/30/21	16.58	0.06	4.00	4.06	(0.22)	(0.26)	(0.48)	20.16	24.81%	120,031	0.97%	0.86%	0.30%
9/30/20	15.53	0.22	1.27	1.49	(0.27)	(0.17)	(0.44)	16.58	9.66%	75,337	0.55%	0.49%	1.38%
9/30/19	15.20	0.16	0.38	0.54	(0.21)	(0.00)^d	(0.21)	15.53	3.81%	65,583	0.47%	0.41%	1.05%
9/30/18^g	15.00	(0.03)	0.23	0.20	—	—	—	15.20	1.33%^b	54,036	0.50%^a	0.40%^a	(0.28%)^a
Class M3
9/30/22	$ 20.13	$ 0.15	$ (4.05)	$ (3.90)	$ (0.58)	$ (1.00)	$ (1.58)	$ 14.65	(21.16%)	$ 36,030	1.22%	1.06%	0.86%
9/30/21	16.55	0.05	3.95	4.00	(0.16)	(0.26)	(0.42)	20.13	24.44%	45,019	1.22%	1.12%	0.25%
9/30/20	15.50	0.19	1.25	1.44	(0.22)	(0.17)	(0.39)	16.55	9.39%	58,793	0.79%	0.73%	1.19%
9/30/19	15.18	0.12	0.39	0.51	(0.19)	(0.00)^d	(0.19)	15.50	3.57%	57,490	0.72%	0.66%	0.80%
9/30/18^g	15.00	(0.05)	0.23	0.18	—	—	—	15.18	1.20%^b	50,119	0.75%^a	0.65%^a	(0.53%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	27%	21%	27%	12%	9%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 170 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2040 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 20.77	$ 0.17	$ (4.26)	$ (4.09)	$ (0.83)	$ (0.91)	$ (1.74)	$ 14.94	(21.66%)	$ 542,666	0.59%	0.41%	0.95%
9/30/21	16.73	0.12	4.41	4.53	(0.25)	(0.24)	(0.49)	20.77	27.48%	416,707	0.59%	0.47%	0.63%
9/30/20	15.56	0.23	1.38	1.61	(0.31)	(0.13)	(0.44)	16.73	10.45%	300,976	0.14%	0.09%	1.49%
9/30/19	15.24	0.16	0.40	0.56	(0.24)	(0.00)^d	(0.24)	15.56	3.97%	223,242	0.04%	0.02%	1.05%
9/30/18^g	15.00	0.01	0.23	0.24	—	—	—	15.24	1.60%^b	99,534	0.05%^a	0.00%^a	0.08%^a
Class M5
9/30/22	$ 20.74	$ 0.32	$ (4.44)	$ (4.12)	$ (0.80)	$ (0.91)	$ (1.71)	$ 14.91	(21.80%)	$ 295,087	0.74%	0.58%	1.69%
9/30/21	16.71	0.07	4.43	4.50	(0.23)	(0.24)	(0.47)	20.74	27.28%	602,095	0.74%	0.64%	0.36%
9/30/20	15.54	0.23	1.36	1.59	(0.29)	(0.13)	(0.42)	16.71	10.32%	405,437	0.29%	0.25%	1.47%
9/30/19	15.23	0.18	0.35	0.53	(0.22)	(0.00)^d	(0.22)	15.54	3.77%	337,741	0.19%	0.16%	1.20%
9/30/18^g	15.00	(0.01)	0.24	0.23	—	—	—	15.23	1.53%^b	316,521	0.20%^a	0.15%^a	(0.07%)^a
Class M4
9/30/22	$ 20.66	$ 0.18	$ (4.35)	$ (4.17)	$ (0.71)	$ (0.91)	$ (1.62)	$ 14.87	(22.03%)	$ 123,661	0.99%	0.83%	0.96%
9/30/21	16.66	0.09	4.35	4.44	(0.20)	(0.24)	(0.44)	20.66	26.97%	249,137	0.99%	0.89%	0.48%
9/30/20	15.50	0.19	1.35	1.54	(0.25)	(0.13)	(0.38)	16.66	10.03%	249,598	0.54%	0.50%	1.22%
9/30/19	15.21	0.15	0.34	0.49	(0.20)	(0.00)^d	(0.20)	15.50	3.48%	189,684	0.44%	0.42%	1.00%
9/30/18^g	15.00	(0.03)	0.24	0.21	—	—	—	15.21	1.40%^b	132,361	0.45%^a	0.40%^a	(0.32%)^a
Class M3
9/30/22	$ 20.67	$ 0.14	$ (4.35)	$ (4.21)	$ (0.67)	$ (0.91)	$ (1.58)	$ 14.88	(22.18%)	$ 65,842	1.24%	1.08%	0.78%
9/30/21	16.65	0.01	4.38	4.39	(0.13)	(0.24)	(0.37)	20.67	26.62%	90,972	1.24%	1.15%	0.04%
9/30/20	15.49	0.15	1.35	1.50	(0.21)	(0.13)	(0.34)	16.65	9.76%	98,070	0.78%	0.74%	0.96%
9/30/19	15.18	0.09	0.38	0.47	(0.16)	(0.00)^d	(0.16)	15.49	3.30%	94,948	0.69%	0.66%	0.64%
9/30/18^g	15.00	(0.05)	0.23	0.18	—	—	—	15.18	1.20%^b	86,806	0.70%^a	0.65%^a	(0.57%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	29%	18%	22%	10%	6%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 171 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2045 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 21.07	$ 0.16	$ (4.37)	$ (4.21)	$ (0.85)	$ (0.90)	$ (1.75)	$ 15.11	(21.99%)	$ 333,390	0.61%	0.42%	0.88%
9/30/21	16.76	0.10	4.69	4.79	(0.24)	(0.24)	(0.48)	21.07	28.97%	247,138	0.61%	0.47%	0.50%
9/30/20	15.54	0.22	1.41	1.63	(0.29)	(0.12)	(0.41)	16.76	10.60%	154,476	0.18%	0.10%	1.39%
9/30/19	15.25	0.14	0.38	0.52	(0.23)	(0.00)^d	(0.23)	15.54	3.71%	111,981	0.08%	0.01%	0.91%
9/30/18^g	15.00	0.01	0.24	0.25	—	—	—	15.25	1.67%^b	41,249	0.12%^a	0.00%^a	0.06%^a
Class M5
9/30/22	$ 21.02	$ 0.36	$ (4.59)	$ (4.23)	$ (0.82)	$ (0.90)	$ (1.72)	$ 15.07	(22.11%)	$ 65,768	0.76%	0.60%	1.88%
9/30/21	16.74	0.07	4.66	4.73	(0.21)	(0.24)	(0.45)	21.02	28.65%	198,343	0.76%	0.67%	0.37%
9/30/20	15.53	0.22	1.38	1.60	(0.27)	(0.12)	(0.39)	16.74	10.40%	141,319	0.31%	0.25%	1.40%
9/30/19	15.23	0.16	0.35	0.51	(0.21)	(0.00)^d	(0.21)	15.53	3.64%	119,760	0.23%	0.15%	1.08%
9/30/18^g	15.00	(0.01)	0.24	0.23	—	—	—	15.23	1.53%^b	106,428	0.27%^a	0.15%^a	(0.09%)^a
Class M4
9/30/22	$ 20.96	$ 0.15	$ (4.42)	$ (4.27)	$ (0.78)	$ (0.90)	$ (1.68)	$ 15.01	(22.35%)	$ 48,715	1.01%	0.85%	0.82%
9/30/21	16.70	0.03	4.65	4.68	(0.18)	(0.24)	(0.42)	20.96	28.38%	90,570	1.01%	0.92%	0.16%
9/30/20	15.50	0.18	1.38	1.56	(0.24)	(0.12)	(0.36)	16.70	10.12%	60,056	0.56%	0.50%	1.15%
9/30/19	15.21	0.12	0.35	0.47	(0.18)	(0.00)^d	(0.18)	15.50	3.35%	53,040	0.48%	0.40%	0.78%
9/30/18^g	15.00	(0.03)	0.24	0.21	—	—	—	15.21	1.40%^b	39,913	0.52%^a	0.40%^a	(0.34%)^a
Class M3
9/30/22	$ 20.95	$ 0.11	$ (4.44)	$ (4.33)	$ (0.67)	$ (0.90)	$ (1.57)	$ 15.05	(22.50%)	$ 27,562	1.26%	1.10%	0.57%
9/30/21	16.67	0.01	4.61	4.62	(0.10)	(0.24)	(0.34)	20.95	28.02%	35,140	1.26%	1.17%	0.03%
9/30/20	15.47	0.14	1.38	1.52	(0.20)	(0.12)	(0.32)	16.67	9.86%	46,619	0.81%	0.74%	0.92%
9/30/19	15.19	0.08	0.36	0.44	(0.16)	(0.00)^d	(0.16)	15.47	3.08%	44,515	0.73%	0.65%	0.55%
9/30/18^g	15.00	(0.05)	0.24	0.19	—	—	—	15.19	1.27%^b	35,501	0.77%^a	0.65%^a	(0.59%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	23%	18%	22%	10%	8%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 172 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2050 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 21.08	$ 0.16	$ (4.46)	$ (4.30)	$ (0.86)	$ (0.72)	$ (1.58)	$ 15.20	(22.18%)	$ 364,457	0.61%	0.43%	0.86%
9/30/21	16.78	0.10	4.70	4.80	(0.24)	(0.26)	(0.50)	21.08	29.03%	258,313	0.61%	0.48%	0.49%
9/30/20	15.55	0.22	1.41	1.63	(0.29)	(0.11)	(0.40)	16.78	10.57%	161,863	0.16%	0.10%	1.39%
9/30/19	15.25	0.13	0.40	0.53	(0.23)	(0.00)^d	(0.23)	15.55	3.75%	121,897	0.06%	0.01%	0.90%
9/30/18^g	15.00	0.00^d	0.25	0.25	—	—	—	15.25	1.67%^b	46,555	0.08%^a	0.00%^a	0.06%^a
Class M5
9/30/22	$ 21.04	$ 0.28	$ (4.60)	$ (4.32)	$ (0.83)	$ (0.72)	$ (1.55)	$ 15.17	(22.30%)	$ 221,155	0.76%	0.61%	1.46%
9/30/21	16.76	0.05	4.71	4.76	(0.22)	(0.26)	(0.48)	21.04	28.76%	415,859	0.76%	0.67%	0.27%
9/30/20	15.53	0.21	1.40	1.61	(0.27)	(0.11)	(0.38)	16.76	10.44%	280,003	0.30%	0.25%	1.34%
9/30/19	15.23	0.16	0.35	0.51	(0.21)	(0.00)^d	(0.21)	15.53	3.62%	223,250	0.21%	0.15%	1.11%
9/30/18^g	15.00	(0.01)	0.24	0.23	—	—	—	15.23	1.53%^b	199,760	0.23%^a	0.15%^a	(0.09%)^a
Class M4
9/30/22	$ 20.96	$ 0.16	$ (4.52)	$ (4.36)	$ (0.76)	$ (0.72)	$ (1.48)	$ 15.12	(22.51%)	$ 70,887	1.01%	0.86%	0.87%
9/30/21	16.71	0.06	4.64	4.70	(0.19)	(0.26)	(0.45)	20.96	28.47%	160,626	1.01%	0.92%	0.32%
9/30/20	15.49	0.17	1.39	1.56	(0.23)	(0.11)	(0.34)	16.71	10.16%	147,994	0.55%	0.50%	1.09%
9/30/19	15.21	0.14	0.33	0.47	(0.19)	(0.00)^d	(0.19)	15.49	3.33%	106,909	0.46%	0.41%	0.93%
9/30/18^g	15.00	(0.03)	0.24	0.21	—	—	—	15.21	1.40%^b	76,013	0.48%^a	0.40%^a	(0.34%)^a
Class M3
9/30/22	$ 20.95	$ 0.13	$ (4.52)	$ (4.39)	$ (0.72)	$ (0.72)	$ (1.44)	$ 15.12	(22.64%)	$ 44,600	1.26%	1.11%	0.67%
9/30/21	16.69	(0.01)	4.65	4.64	(0.12)	(0.26)	(0.38)	20.95	28.09%	60,911	1.26%	1.17%	(0.07%)
9/30/20	15.47	0.13	1.39	1.52	(0.19)	(0.11)	(0.30)	16.69	9.91%	57,934	0.80%	0.74%	0.84%
9/30/19	15.19	0.08	0.35	0.43	(0.15)	(0.00)^d	(0.15)	15.47	3.03%	53,218	0.71%	0.65%	0.54%
9/30/18^g	15.00	(0.05)	0.24	0.19	—	—	—	15.19	1.27%^b	44,079	0.73%^a	0.65%^a	(0.59%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	27%	15%	22%	10%	5%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

– 173 –

MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2055 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 21.03	$ 0.11	$ (4.39)	$ (4.28)	$ (0.85)	$ (0.77)	$ (1.62)	$ 15.13	(22.22%)	$ 215,507	0.61%	0.44%	0.60%
9/30/21	16.75	0.10	4.70	4.80	(0.24)	(0.28)	(0.52)	21.03	29.06%	112,730	0.61%	0.48%	0.48%
9/30/20	15.54	0.21	1.41	1.62	(0.29)	(0.12)	(0.41)	16.75	10.55%	67,777	0.22%	0.10%	1.32%
9/30/19	15.25	0.13	0.39	0.52	(0.23)	(0.00)^d	(0.23)	15.54	3.70%	46,245	0.15%	0.01%	0.85%
9/30/18^g	15.00	0.00^d	0.25	0.25	—	—	—	15.25	1.67%^b	16,170	0.24%^a	0.00%^a	0.06%^a
Class M5
9/30/22	$ 20.98	$ 0.43	$ (4.72)	$ (4.29)	$ (0.83)	$ (0.77)	$ (1.60)	$ 15.09	(22.33%)	$ 32,887	0.76%	0.62%	2.19%
9/30/21	16.73	0.07	4.67	4.74	(0.21)	(0.28)	(0.49)	20.98	28.76%	140,685	0.76%	0.67%	0.34%
9/30/20	15.52	0.21	1.39	1.60	(0.27)	(0.12)	(0.39)	16.73	10.43%	94,767	0.36%	0.24%	1.34%
9/30/19	15.23	0.16	0.34	0.50	(0.21)	(0.00)^d	(0.21)	15.52	3.57%	75,163	0.30%	0.15%	1.06%
9/30/18^g	15.00	(0.01)	0.24	0.23	—	—	—	15.23	1.53%^b	59,887	0.39%^a	0.15%^a	(0.09%)^a
Class M4
9/30/22	$ 20.92	$ 0.14	$ (4.47)	$ (4.33)	$ (0.78)	$ (0.77)	$ (1.55)	$ 15.04	(22.52%)	$ 27,142	1.01%	0.87%	0.77%
9/30/21	16.69	0.02	4.67	4.69	(0.18)	(0.28)	(0.46)	20.92	28.46%	49,056	1.01%	0.92%	0.11%
9/30/20	15.50	0.17	1.38	1.55	(0.24)	(0.12)	(0.36)	16.69	10.07%	32,270	0.61%	0.50%	1.07%
9/30/19	15.21	0.11	0.36	0.47	(0.18)	(0.00)^d	(0.18)	15.50	3.34%	25,459	0.55%	0.40%	0.71%
9/30/18^g	15.00	(0.03)	0.24	0.21	—	—	—	15.21	1.40%^b	18,047	0.64%^a	0.40%^a	(0.34%)^a
Class M3
9/30/22	$ 20.87	$ 0.09	$ (4.47)	$ (4.38)	$ (0.69)	$ (0.77)	$ (1.46)	$ 15.03	(22.72%)	$ 19,264	1.26%	1.12%	0.49%
9/30/21	16.64	(0.01)	4.64	4.63	(0.12)	(0.28)	(0.40)	20.87	28.16%	21,424	1.26%	1.18%	(0.03%)
9/30/20	15.46	0.13	1.37	1.50	(0.20)	(0.12)	(0.32)	16.64	9.79%	22,526	0.86%	0.74%	0.86%
9/30/19	15.19	0.08	0.35	0.43	(0.16)	(0.00)^d	(0.16)	15.46	3.05%	19,819	0.80%	0.65%	0.51%
9/30/18^g	15.00	(0.05)	0.24	0.19	—	—	—	15.19	1.27%^b	13,616	0.89%^a	0.65%^a	(0.59%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	22%	17%	24%	9%	9%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

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MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT 2060 FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000’s)	Ratio of expenses to average daily net assets before expense waivers^w	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 21.00	$ 0.19	$ (4.45)	$ (4.26)	$ (0.85)	$ (0.80)	$ (1.65)	$ 15.09	(22.19%)	$ 70,208	0.61%	0.44%	1.05%
9/30/21	16.73	0.08	4.71	4.79	(0.24)	(0.28)	(0.52)	21.00	29.03%	55,382	0.61%	0.48%	0.41%
9/30/20	15.51	0.17	1.46	1.63	(0.29)	(0.12)	(0.41)	16.73	10.58%	27,484	0.49%	0.12%	1.10%
9/30/19	15.25	0.12	0.39	0.51	(0.23)	(0.02)	(0.25)	15.51	3.67%	14,159	0.85%	0.01%	0.79%
9/30/18^g	15.00	0.00^d	0.25	0.25	—	—	—	15.25	1.67%^b	3,616	2.35%^a	0.00%^a	0.06%^a
Class M5
9/30/22	$ 20.95	$ 0.17	$ (4.46)	$ (4.29)	$ (0.82)	$ (0.80)	$ (1.62)	$ 15.04	(22.34%)	$ 36,564	0.76%	0.62%	0.94%
9/30/21	16.70	0.03	4.72	4.75	(0.22)	(0.28)	(0.50)	20.95	28.82%	33,062	0.76%	0.67%	0.13%
9/30/20	15.49	0.17	1.43	1.60	(0.27)	(0.12)	(0.39)	16.70	10.41%	15,067	0.64%	0.27%	1.07%
9/30/19	15.24	0.12	0.36	0.48	(0.21)	(0.02)	(0.23)	15.49	3.50%	7,791	1.00%	0.15%	0.78%
9/30/18^g	15.00	(0.01)	0.25	0.24	—	—	—	15.24	1.60%^b	3,032	2.50%^a	0.15%^a	(0.09%)^a
Class M4
9/30/22	$ 20.87	$ 0.13	$ (4.45)	$ (4.32)	$ (0.78)	$ (0.80)	$ (1.58)	$ 14.97	(22.54%)	$ 17,032	1.01%	0.87%	0.69%
9/30/21	16.65	0.04	4.64	4.68	(0.18)	(0.28)	(0.46)	20.87	28.44%	19,688	1.01%	0.92%	0.19%
9/30/20	15.46	0.15	1.40	1.55	(0.24)	(0.12)	(0.36)	16.65	10.10%	14,447	0.88%	0.52%	0.96%
9/30/19	15.21	0.10	0.36	0.46	(0.19)	(0.02)	(0.21)	15.46	3.34%	8,489	1.25%	0.40%	0.68%
9/30/18^g	15.00	(0.02)	0.23	0.21	—	—	—	15.21	1.40%^b	3,919	2.75%^a	0.40%^a	(0.34%)^a
Class M3
9/30/22	$ 20.80	$ 0.08	$ (4.45)	$ (4.37)	$ (0.68)	$ (0.80)	$ (1.48)	$ 14.95	(22.76%)	$ 6,619	1.26%	1.12%	0.44%
9/30/21	16.61	0.00^d	4.62	4.62	(0.15)	(0.28)	(0.43)	20.80	28.14%	6,320	1.26%	1.18%	0.03%
9/30/20	15.42	0.09	1.42	1.51	(0.20)	(0.12)	(0.32)	16.61	9.87%	5,798	1.13%	0.77%	0.61%
9/30/19	15.19	0.07	0.35	0.42	(0.17)	(0.02)	(0.19)	15.42	3.03%	3,420	1.50%	0.65%	0.49%
9/30/18^g	15.00	(0.04)	0.23	0.19	—	—	—	15.19	1.27%^b	2,126	3.00%^a	0.65%^a	(0.59%)^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	23%	19%	31%	16%	36%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 16, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

w	Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

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Index Descriptions

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MassMutual Funds

1295 State Street

Springfield, Massachusetts 01111-0001

Learning More About the Funds

How to Obtain Information

From the Funds:

From the SEC:

When obtaining information about the Funds from the SEC, you may find it useful to reference the

Funds’ SEC file number: 811-8274.

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MASSMUTUAL FUNDS

This Prospectus describes the following Funds:

Fund Name			Class I
MM Equity Asset Fund			MSEJX
MassMutual Select T. Rowe Price Bond Asset Fund			MMBEX
MassMutual Select T. Rowe Price Emerging Markets Bond Fund			MMEMX
MassMutual Select T. Rowe Price Large Cap Blend Fund			MMLRX
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund			MMLDX
MassMutual Select T. Rowe Price Real Assets Fund			MMRFX
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund			MMBUX
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund			MMUTX

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

PROSPECTUS

February 1, 2023

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Table Of Contents

	Page
About the Funds
MM Equity Asset Fund		3
MassMutual Select T. Rowe Price Bond Asset Fund		7
MassMutual Select T. Rowe Price Emerging Markets Bond Fund		14
MassMutual Select T. Rowe Price Large Cap Blend Fund		20
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund		26
MassMutual Select T. Rowe Price Real Assets Fund		32
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund		37
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund		43
Additional Information Regarding Investment Objectives and Principal Investment Strategies		47
Disclosure of Portfolio Holdings		49
Additional Information Regarding Principal Risks		49
Management of the Funds
Investment Adviser		69
Subadvisers and Portfolio Managers		69
About the Class of Shares – I Shares		73
Buying, Redeeming, and Exchanging Shares		73
Frequent Trading Policies		75
Determining Net Asset Value		76
Taxation and Distributions		77
Financial Highlights		80
Index Descriptions		88

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MM Equity Asset Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide a consistently high total return from a broadly diversified portfolio of equity securities with risk characteristics similar to the Standard and Poor’s 500 Composite Stock Price Index (S&P 500® Index*).

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.18%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.05%
Total Annual Fund Operating Expenses			0.23%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may

be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	24					$	74					$	130					$	293

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stocks, rights, and warrants. The Fund typically invests most of its assets in the common stocks of U.S. companies in the S&P 500 Index (the “Index”). The Fund may also invest in securities not included within the Index. As of December 31, 2022, the market capitalization range of companies included in the Index was $3.56 billion to $2,066.94 billion. Sector by sector, the Fund’s weightings are similar to those of the Index. Within each sector, the Fund’s subadviser, J.P. Morgan Investment Management Inc. (“J.P. Morgan”), modestly overweights equity securities that it considers undervalued or fairly valued while modestly underweighting or not holding equity securities that appear overvalued. By owning a large number of equity securities within the Index, with an emphasis on those that appear undervalued or fairly valued, the Fund seeks returns that modestly exceed those of the Index over the long term with a modest level of volatility as compared to the Index.

The Fund may use derivatives as substitutes for securities in which the Fund can invest. To the extent the Fund uses derivatives, the Fund will primarily use futures contracts to more effectively gain targeted equity exposure from its cash

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positions. Use of derivatives by the Fund may create investment leverage.

In managing the investments of the Fund, J.P. Morgan employs a three-step process that combines research, valuation, and stock selection. J.P. Morgan takes an in-depth look at company prospects over a period as long as five years, which is designed to provide insight into a company’s real growth potential. The research findings allow J.P. Morgan to rank the companies in each sector group according to their relative values. As a part of its investment process, J.P. Morgan seeks to assess the impact of environmental, social, and governance factors (including accounting and tax policies, disclosure and investor communication, shareholder rights, and remuneration policies) on the cash flows of many companies in which it may invest to identify issuers that J.P. Morgan believes will be negatively impacted by such factors relative to other issuers. These determinations may not be conclusive and securities of such issuers may be purchased and retained by the Fund.

J.P. Morgan buys and sells equity securities, using the research and valuation rankings as a basis. Along with attractive valuation, J.P. Morgan often considers a number of other criteria:

•

catalysts that could trigger a rise in a stock’s price;

•

impact on the overall risk of the portfolio relative to the Index;

•

high perceived potential reward compared to perceived potential risk; and

•

possible temporary mispricings caused by apparent market overreactions.

J.P. Morgan may sell a security as its valuation or ranking changes or if more attractive investments become available.

Principal Risks

Equity Securities Risk Although stocks may have the potential to outperform other asset classes

Small and Mid-Cap Company Risk Market risk and liquidity risk are particularly pronounced for securities of small and medium-sized companies, which may trade less frequently and in smaller

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: idmhbh8q632tigphiuot7gtdimal.jpg]

Highest
Quarter:

2Q ’20,

21.97%

Lowest
Quarter:

1Q ’20,

–19.51%

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tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts.

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Five Years			Since Inception (09/15/16)
Class I	Return Before Taxes		-18.11	%		8.93	%		10.98	%
	Return After Taxes on Distributions		-20.78	%		4.10	%		6.70	%
	Return After Taxes on Distributions and Sales of Fund Shares		-8.68	%		6.31	%		8.05	%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)			-18.11	%		9.42	%		10.40	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): J.P. Morgan Investment Management Inc. (“J.P. Morgan”)

Portfolio Manager(s):

Tim Snyder, CFA, CMT is an Executive Director and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

Raffaele Zingone, CFA is a Managing Director and a portfolio manager at J.P. Morgan. He has managed the Fund since September 2018.

PURCHASE AND SALE OF FUND SHARES

Currently, shares of the Fund are only available to other MassMutual Funds, although, at the discretion of the Trust, shares of the Fund may be offered to a broader range of investors at any time. Fund shares are redeemable on any business day by written request.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Bond Asset Fund

INVESTMENT OBJECTIVE

The Fund seeks a regular level of income consistent with the preservation of capital over time.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.08%
Total Annual Fund Operating Expenses			0.08%
Expense Reimbursement			(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the

preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	18					$	37					$	95

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in bonds. The Fund’s investments may include, but are not limited to, obligations issued by U.S. and foreign governments and their agencies, bonds issued by U.S. and foreign corporations, U.S. and non-U.S. dollar denominated foreign securities (including securities of emerging market issuers), mortgage- and asset-backed securities, Treasury inflation protected securities, and bank loans (which represent interests in amounts loaned to companies by banks and other lenders). Debt securities in which the Fund invests may pay interest at fixed, variable, or floating rates. The Fund may purchase and sell securities (including mortgage-backed securities) on a when-issued, delayed delivery, to-be-announced (“TBA”), or forward commitment basis, and may enter into dollar roll transactions. These may include so-called “short” TBA transactions, where the Fund attempts to hedge existing exposures or to increase its return by selling forward mortgages or mortgage-related assets it owns.

The Fund may invest up to 30% of its total assets in below investment grade debt securities (“junk” or “high yield” bonds), including securities in default. These “junk” or “high yield” bonds include those that are at the time of investment rated BB+ or equivalent, or lower by each of the rating

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agencies that has assigned a rating to the bond or are unrated and considered by the Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), to be of comparable quality. In the event that a security is downgraded after its purchase by the Fund, the Fund may continue to hold the security if T. Rowe Price considers that doing so would be consistent with the Fund’s investment objective. If a bond is split-rated (i.e., assigned different ratings by different credit ratings agencies), the higher rating will be used.

The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, interest rate swaps, total return swaps, credit default swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage. The Fund may hold a portion of its assets in cash or cash equivalents.

T. Rowe Price has the flexibility to invest the Fund’s assets across the global fixed income universe without constraints tied to particular benchmarks or asset classes in an effort to create a portfolio with low overall volatility and consistent income even in a rising interest rate environment. T. Rowe Price expects that the Fund will normally maintain a relatively concentrated portfolio.

T. Rowe Price has considerable flexibility in seeking income on behalf of the Fund and may invest in bonds with varying maturities. Because the Fund does not have any maturity restrictions, T. Rowe Price can purchase long-term bonds, which tend to have higher yields than shorter-term bonds. The maturities of the Fund’s holdings generally reflect T. Rowe Price’s outlook for interest rates. In addition, when there is a large yield difference between securities of various quality levels, T. Rowe Price may choose to move down the credit scale and purchase lower-rated bonds with higher yields. When the difference is small or the outlook warrants, T. Rowe Price may choose to concentrate investments in higher-rated issues. When deciding whether to adjust duration (which means the

Fund’s price sensitivity to interest rate changes) or allocations among the various sectors and asset classes, T. Rowe Price weighs such factors as expected interest rate movements and currency valuations, the outlook for inflation and the economy, and the yield advantage that lower rated bonds may offer over investment-grade bonds.

T. Rowe Price may sell securities for a variety of reasons, including to adjust the portfolio’s average maturity duration or credit quality, or shift assets into and out of higher-yielding securities or lower-yielding securities, or to alter sector, geographic, or currency exposure.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

Fixed Income Securities Risk The values of fixed income securities typically will decline during

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periods of rising interest rates, and can also decline in response to changes in the financial condition of the issuer, borrower, counterparty, or underlying collateral assets, or changes in market, economic, industry, political, regulatory, public health, and other conditions affecting a particular type of security or issuer or fixed income securities generally. Certain events, such as market or economic developments, regulatory or government actions, natural disasters, pandemics, terrorist attacks, war, and other geopolitical events can have a dramatic adverse effect on the debt market and the overall liquidity of the market for fixed income securities. During those periods, the Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when the Fund would otherwise not do so, and potentially at unfavorable prices. Certain securities may be difficult to value during such periods. Fixed income securities are subject to interest rate risk (the risk that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

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agency generally involve greater credit risk than securities issued by government agencies. Payment of principal and interest generally depends on the cash flows generated by the underlying assets and the terms of the security. The types of mortgages (for example, residential or commercial mortgages) underlying securities held by the Fund may differ and be affected differently by market factors. Investments that receive only the interest portion or the principal portion of payments on the underlying assets may be highly volatile. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

Dollar Roll Transaction Risk Dollar roll transactions generally create leverage and subject the Fund to the credit risk of the counterparty.

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appropriately adjust these rates to eliminate any economic value transfer at the time of transition remain a significant concern for the Fund. Neither the effect of the transition process nor its ultimate success can yet be known. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the Fund.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

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Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: ampibl6p7crjffu1ai4cvp5knsai.jpg]

Highest
Quarter:

2Q ’20,

5.95%

Lowest
Quarter:

2Q ’22,

–5.73%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-13.25	%		0.08	%
	Return After Taxes on Distributions		-15.39	%		-1.48	%
	Return After Taxes on Distributions and Sales of Fund Shares		-7.82	%		-0.50	%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)			-13.01	%		0.43	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Sub-subadviser(s): T. Rowe Price International Ltd (“T. Rowe Price International”)

T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”)

Portfolio Manager(s):

Steve Bartolini, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

Arif Husain, CFA is a Vice President at and Portfolio Manager at T. Rowe Price International. He has managed the Fund since its inception (February 2018).

Ken Orchard, CFA is a Vice President and Portfolio Manager at T. Rowe Price International. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Emerging Markets Bond Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide high income and capital appreciation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.19%
Total Annual Fund Operating Expenses			0.19%
Expense Reimbursement			(0.19%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the

preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	42					$	89					$	226

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in debt securities of emerging market governments or companies located in emerging market countries (including so-called “frontier markets”). The Fund’s investments in debt securities typically consist of corporate and sovereign bonds. Debt securities in which the Fund invests may pay interest at fixed, variable, or floating rates. The Fund relies on a classification by either J.P. Morgan or the International Monetary Fund to determine which countries are considered emerging markets. The Fund may invest in securities denominated in U.S.-dollar or foreign currencies, including emerging market currencies. The Fund normally will invest in at least three countries.

The Fund may invest in debt securities of any credit quality and may invest without limit in below investment grade debt securities (“junk” or “high yield” bonds), including securities in default. These “junk” or “high yield” bonds include those that are at the time of investment rated BB+ or lower by S&P or Ba1 or lower by Moody’s or the equivalent by any other nationally recognized statistical rating organization or are unrated and considered by the Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), to be of comparable quality. Although the Fund expects to maintain an intermediate- to long-term weighted

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average maturity, there are no maturity restrictions on the overall portfolio or on individual securities.

In selecting securities, T. Rowe Price relies heavily on research, which analyzes political and economic trends as well as creditworthiness of particular issuers. T. Rowe Price tends to favor bonds it expects will be upgraded. T. Rowe Price may sell securities for a variety of reasons, including to adjust its average maturity or credit quality, to shift assets into and out of higher-yielding securities, or to alter geographic or currency exposure.

Principal Risks

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of an adverse change in financial condition that could affect an issuer’s ability to honor its obligations.

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Geographic Focus Risk When the Fund focuses investments on a particular country, group of countries, or geographic region, its performance will be closely tied to the market, currency,

economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified funds.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

year, and since inception, compare with those of a broad measure of market performance and an additional index that has characteristics similar to those of the Fund (J.P. Morgan Emerging Markets Bond Index Global Diversified). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Annual Performance

Class I Shares

[MISSING IMAGE: t1850ktk3c1lp6pk01iivmp2c7p8.jpg]

Highest
Quarter:

2Q ’20,

13.51%

Lowest
Quarter:

1Q ’20,

–16.08%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-16.51	%		-1.57	%
	Return After Taxes on Distributions		-18.52	%		-3.68	%
	Return After Taxes on Distributions and Sales of Fund Shares		-9.75	%		-1.95	%
Bloomberg Emerging Markets Hard Currency (USD) Aggregate Index (reflects no deduction for fees, expenses, or taxes)(1)			-16.60	%		-0.92	%
J.P. Morgan Emerging Markets Bond Index Global Diversified (reflects no deduction for fees, expenses, or taxes)			-17.78	%		-1.00	%

(1)

Effective February 1, 2023, the Fund’s primary performance benchmark index will be the Bloomberg Emerging Markets Hard Currency (USD) Aggregate Index rather than the J.P. Morgan Emerging Markets Bond Index Global Diversified because the Bloomberg Emerging Markets Hard Currency

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(USD) Aggregate Index is an appropriate broad-based securities market index and is well aligned with the Fund’s investment strategy. The Fund will retain the J.P. Morgan Emerging Markets Bond Index Global Diversified as its supplemental benchmark for performance comparisons.

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Samy Muaddi is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since June 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Large Cap Blend Fund

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation through investments in common stock.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.02%
Total Annual Fund Operating Expenses			0.02%
Expense Reimbursement			(0.02%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the

preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	5					$	10					$	27

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of large cap companies. The Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), currently defines “large cap” companies as those whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the S&P 500® Index or the Russell 1000® Index (as of December 31, 2022, between $306.43 million and $2,066.94 billion). The Fund may invest up to 20% of its net assets in companies whose market capitalizations at the time of investment are outside of that capitalization range. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, warrants, and real estate investment trusts (“REITs”). The Fund typically invests most of its assets in common stocks of U.S. companies, but may invest up to 30% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities. The Fund may at times invest a substantial portion of its assets in obligations of issuers in one or more market, economic, or industry sectors such as information technology companies. The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to adjust various

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portfolio characteristics, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage. The Fund’s investments may include holdings in privately held companies and companies that only recently began to trade publicly. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund’s holdings will be widely diversified by industry and issuer. T. Rowe Price may employ a growth or value approach in selecting investments. For example, T. Rowe Price may seek to identify companies whose price/earnings ratios are attractive relative to the underlying earnings growth rates (e.g., emerging growth companies) and/or companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation.

T. Rowe Price generally looks for companies with one or more of the following: strong cash flow; an above-average rate of earnings growth; the ability to sustain earnings momentum during economic downturns; occupation of a lucrative niche in the economy and the ability to expand even during times of slow economic growth; low price/earnings, price/book value, price/sales, or price/cash flow ratios relative to the S&P 500 Index, a company’s peers, or a company’s own historical norm; low stock price relative to a company’s underlying asset values; companies that may benefit from restructuring activity and/or a sound balance sheet and other positive financial characteristics; and a seasoned management team with a track record of providing superior financial results.

a lack of data. Where ESG considerations are integrated into the investment research process, T. Rowe Price focuses on the ESG factors it considers most likely to have a material impact on the performance of the holdings in the Fund’s portfolio. T. Rowe Price may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions for the Fund.

T. Rowe Price may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

Derivatives Risk Derivatives can be highly volatile and involve risks different from, and potentially greater than, direct investments, including risks of

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information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Large Company Risk Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund’s investments in large-capitalization stocks to underperform investments

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that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

rates, or the creditworthiness of an issuer are not accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

REIT Risk Investments in REITs may be subject to risks similar to those associated with direct investment in real estate, as well as additional risks

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associated with equity investments. As a shareholder in a REIT, the Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: c9ufj563igvrspiprgu1eib7f04u.jpg]

Highest
Quarter:

2Q ’20,

22.13%

Lowest
Quarter:

1Q ’20,

–19.88%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-24.08	%		7.97	%
	Return After Taxes on Distributions		-25.94	%		6.23	%
	Return After Taxes on Distributions and Sales of Fund Shares		-12.83	%		6.28	%
Russell 1000 Index (reflects no deduction for fees, expenses, or taxes)			-19.13	%		10.12	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Shawn T. Driscoll is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since April 2022.

Joe Fath, CPA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since its inception (February 2018).

Ryan S. Hedrick is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2023.

Ann M. Holcomb, CFA is a Vice President and Portfolio Manager at T. Rowe Price. She has managed the Fund since October 2021.

Jason Nogueira, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since October 2021.

Jason Benjamin Polun, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since October 2021.

PURCHASE AND SALE OF FUND SHARES

Currently, shares of the Fund are only available to other MassMutual Funds, although, at the discretion of the Trust, shares of the Fund may be

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offered to a broader range of investors at any time. Fund shares are redeemable on any business day by written request.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund

INVESTMENT OBJECTIVE

The Fund seeks a level of income that is consistent with the current rate of inflation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.07%
Total Annual Fund Operating Expenses			0.07%
Expense Reimbursement			(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the

preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	15					$	32					$	81

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in bonds. The Fund invests in a diversified portfolio of short- and intermediate-term investment-grade bonds. The Fund’s investments may include inflation-linked securities, including Treasury Inflation Protected Securities, as well as corporate, government, mortgage-backed, and asset-backed securities. The Fund may also invest in money market securities, bank obligations, collateralized mortgage obligations, and foreign securities. The Fund will invest at least 20% of its net assets in inflation-linked securities, although normally the Fund expects to invest 50% or more of its net assets in inflation-linked securities. Although the Fund may invest in debt securities of any maturity or duration, the Fund will normally maintain a weighted average duration within plus (+) or minus (-) two years of the duration of the Bloomberg U.S. 1-5 Year Treasury TIPS Index. As of December 31, 2022, the duration of the Bloomberg U.S. 1-5 Year Treasury TIPS Index was approximately 2.45 years and its duration ranged from -0.80 years to 5.25 years over the past three years. Duration, which is expressed in years, is a calculation that attempts to measure the price sensitivity of a bond or bond fund to changes in interest rates. The longer a bond fund’s duration, the more sensitive that fund should be to changes

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in interest rates. For example, if interest rates rise by 1% and a fixed-rate bond has a duration of 10 years, it is estimated that the principal value of the bond will decrease by approximately 10%.

The Fund will only purchase securities that are rated within the four highest credit rating categories (AAA, AA, A, BBB, or equivalent) at the time of purchase by at least one major credit rating agency or, if unrated, determined to be of comparable quality by the Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”). In the event that a security is downgraded after its purchase by the Fund, the Fund may continue to hold the security if T. Rowe Price considers that doing so would be consistent with the Fund’s investment objective. The Fund may invest up to 20% of its total assets in non-U.S. dollar-denominated securities and may invest without limitation in U.S. dollar-denominated securities of foreign issuers; any such securities may include investments in emerging markets. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to manage inflation risk, to adjust various portfolio characteristics, including the duration (interest rate volatility) of the Fund’s portfolio, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, interest rate swaps, total return swaps, credit default swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage.

In making investment decisions for the Fund, T. Rowe Price considers that investments in inflation-linked securities should provide some protection against the impact of inflation. T. Rowe Price bases its investment decisions on the outlooks for inflation, interest rates, and the overall economy, as well as the prices and yields of the various securities in which the Fund may invest. For example, if T. Rowe Price’s outlook is one of high or rising inflation, the Fund may hold more than 50% of its assets in inflation-linked securities and, if T. Rowe Price believes inflation will be low or falling, the Fund may focus more on securities that

are not indexed to inflation (within the Fund’s investment program). If interest rates are expected to fall, T. Rowe Price may purchase securities with longer maturities in an attempt to seek higher yields and/or capital appreciation. Conversely, if interest rates are expected to rise, T. Rowe Price may seek securities with shorter maturities.

T. Rowe Price may sell securities for a variety of reasons, including to adjust the portfolio’s average maturity, duration, or credit quality or to shift assets into and out of higher-yielding or lower-yielding securities or different sectors.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

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that the value of a fixed income security will fall when interest rates rise), extension risk (the risk that the average life of a security will be extended through a slowing of principal payments), prepayment risk (the risk that a security will be prepaid and the Fund will be required to reinvest at a less favorable rate), duration risk (the risk that longer-term securities may be more sensitive to interest rate changes), inflation risk (the risk that as inflation increases, the present value of the Fund’s fixed income investment typically will decline), and credit risk.

Inflation Protection Risk The Fund’s investments may not provide protection against the adverse effects of an increase in inflation over certain periods or at all. In addition, investments in companies that offer protection from accelerating inflation may underperform other investments. Any inflation protection provided by the Fund may not be sufficient to offset any adverse effects of an increase in inflation on the economy or companies generally. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and the Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

agreements, swap transactions, and other derivatives transactions, and to the counterparty’s ability or willingness to perform in accordance with the terms of the transaction. The value of such transactions to the Fund will depend on the willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

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prices, interest rates, currency values, and exchange rates, or the creditworthiness of an issuer are not accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

Sector Risk The Fund may allocate more of its assets to particular industries or to particular

economic, market, or industry sectors than to others. This could increase the volatility of the Fund’s portfolio, and the Fund’s performance may be more susceptible to developments affecting issuers in those industries or sectors than if the Fund invested more broadly.

Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: okchnd0pa03pcdl86tagj5tv81ed.jpg]

Highest
Quarter:

2Q ’20,

4.21%

Lowest
Quarter:

3Q ’22,

–3.90%

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Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-4.63	%		2.73	%
	Return After Taxes on Distributions		-8.28	%		0.84	%
	Return After Taxes on Distributions and Sales of Fund Shares		-2.73	%		1.34	%
Bloomberg U.S. 1-5 Year Treasury TIPS Index (reflects no deduction for fees, expenses, or taxes)			-3.96	%		2.65	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Sub-subadviser(s): T. Rowe Price International Ltd (“T. Rowe Price International”)

T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”)

Portfolio Manager(s):

Michael K. Sewell, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since February 2020.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Real Assets Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term growth of capital.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.09%
Acquired Fund Fees and Expenses			0.01%
Total Annual Fund Operating Expenses(1)			0.10%
Expense Reimbursement			(0.09%)
Total Annual Fund Operating Expenses after Expense Reimbursement(2)			0.01%

(1)

(2)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund

for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	1					$	24					$	50					$	124

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in “real assets” and securities of companies that derive at least 50% of their profits or revenues from, or commit at least 50% of assets to, real assets and activities related to real assets. The Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), currently defines real assets broadly and considers them to include any assets that have physical properties, such as energy and natural resources, real estate, basic materials, equipment, utilities and infrastructure, and commodities. Real assets may produce cash flows and subsequent valuations that increase when the overall price level in the economy is rising. The Fund may also invest in companies whose revenues and earnings are expected to rise if the prices of certain real assets rise during a period of general inflation.

The Fund typically invests most of its assets in common stocks and seeks to hold a portfolio of securities and other investments that, over time, should provide some protection against the impact of inflation. The Fund may invest in securities issued by companies of any market capitalization

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or style, as well as real estate investment trusts (“REITs”), which are pooled investment vehicles that typically invest directly in real estate, in mortgages and loans collateralized by real estate, or in a combination of the two. The Fund may invest in companies located anywhere in the world, and there is no limit on the Fund’s investments in foreign securities, including emerging market securities. The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to manage inflation risk, to adjust various portfolio characteristics, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, interest rate swaps, total return swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage. The Fund may hold a portion of its assets in cash or cash equivalents.

In selecting securities, T. Rowe Price seeks sectors in equity markets across the globe that are expected to have a low correlation with the overall global equity market in an effort to outperform the market during periods of high or rising inflation. T. Rowe Price invests with an awareness of the global economic backdrop and inflation, as well as its outlook for certain industry sectors and geographic areas. Security selection is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with good appreciation prospects. T. Rowe Price generally favors companies with characteristics such as an attractive industry position, a compelling business model, strong management, and reasonable stock price valuation.

T. Rowe Price may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

Principal Risks

Real Asset Industry Risk Because the Fund focuses its investments in certain industries that involve activities related to energy, natural resources, real estate, commodities, infrastructure, and other real assets, the Fund is more susceptible to adverse developments affecting one or more of these industries than a Fund that invests more broadly, and may perform poorly during a downturn affecting issuers generally in those industries.

Commodities-Related Investments Risk Commodity prices (including precious metals) can be extremely

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volatile and exposure to commodities can cause the net asset value of the Fund’s shares to decline or fluctuate in a rapid and unpredictable manner. The values of physical commodities or commodity-linked derivative instruments may be affected by changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing demographics, international economic, political, and regulatory developments, or factors affecting a particular region, industry, or commodity. A liquid secondary market may not exist for certain commodity investments, which may make it difficult for the Fund to sell them at a desirable price or at the price at which it is carrying them.

intervention, or restriction, the Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of the Fund (or clients of the Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of the Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. company than about a U.S. company, and many non-U.S. companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S. The securities of some non-U.S. companies, especially those in emerging markets, are less liquid and at times more volatile than securities of comparable U.S. companies. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, less stringent investor protection and disclosure standards, less reliable settlement practices, greater price volatility, higher relative rates of inflation, greater political, economic, and social instability, greater custody and operational risks, greater risk of new or inconsistent government treatment of or restrictions on issuers and instruments, and greater volatility in currency exchange rates, and are more susceptible to environmental problems. Many emerging market countries are highly reliant on international trade and exports, including the export of commodities. Their economies may be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. In addition, pandemics and outbreaks of contagious diseases may exacerbate pre-existing problems in emerging market countries with less established health care systems. Frontier markets, a subset of emerging markets, generally have smaller economies and less mature capital markets than emerging markets. As a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier

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markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity. Non-U.S. transaction costs, such as brokerage commissions and custody costs, may be higher than in the United States. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, public health, and other conditions than the U.S. market.

Geographic Focus Risk When the Fund focuses investments on a particular country, group of countries, or geographic region, its performance

will be closely tied to the market, currency, economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified funds.

Market Risk The value of the Fund’s portfolio securities may decline, at times sharply and

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: oejg4cad3lrudvrjfvuc2r2rd8od.jpg]

Highest
Quarter:

2Q ’20,

19.49%

Lowest
Quarter:

1Q ’20,

–27.26%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-9.63	%		6.68	%
	Return After Taxes on Distributions		-11.31	%		5.34	%
	Return After Taxes on Distributions and Sales of Fund Shares		-4.61	%		5.03	%
MSCI ACWI (reflects no deduction for fees or expenses)			-18.36	%		5.85	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Sub-subadviser(s): T. Rowe Price Japan, Inc. (“T. Rowe Price Japan”)

Portfolio Manager(s):

Richard A. Coghlan is a Vice President and Portfolio Manager at T. Rowe Price Japan. He has managed the Fund since August 2018.

Christopher Faulkner-MacDonagh is a Portfolio Manager at T. Rowe Price. He has managed the Fund since August 2018.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation by investing primarily in common stocks of small and mid cap companies.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.03%
Total Annual Fund Operating Expenses			0.03%
Expense Reimbursement			(0.03%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

operating expenses are exactly as described in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	7					$	14					$	36

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of small and mid cap companies. The Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), and sub-subadviser, T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”), currently consider small and mid cap companies to include companies with market capitalizations at the time of purchase that are within the market capitalization range of companies included in either the Russell 2000® Index or the Russell Midcap® Index (as of December 31, 2022, between $6.07 million and $52.82 billion). Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights, and warrants.

The Fund typically invests most of its assets in equity securities of U.S. companies, but may invest up to 25% of its total assets in foreign securities and American Depositary Receipts (“ADRs”), including emerging market securities.

The Fund may invest in real estate investment trusts (“REITs”) and exchange-traded funds. The Fund’s investments may include holdings in privately held companies and companies that only recently began to trade publicly. The Fund may at times

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invest a substantial portion of its assets in obligations of issuers in one or more market, economic, or industry sectors such as information technology companies. The Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, for hedging purposes, to adjust various portfolio characteristics, or as a substitute for direct investments in securities. Such derivatives may include futures contracts, swaps, and options. The Fund may also, but will not necessarily, engage in foreign currency transactions, including forward contracts, options on currencies, futures contracts, and swap contracts, to seek to hedge or to attempt to protect against adverse changes in currency exchange rates or otherwise to adjust the currency exposures within the Fund’s portfolio. Use of derivatives by the Fund may create investment leverage. The Fund may hold a portion of its assets in cash or cash equivalents.

The Fund’s holdings will be widely diversified by industry and issuer. T. Rowe Price and T. Rowe Price Investment Management may employ a growth or value approach in selecting investments. For example, T. Rowe Price or T. Rowe Price Investment Management may seek to identify companies whose price/earnings ratios are attractive relative to the underlying earnings growth rates (e.g., emerging growth companies) and/or companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation.

T. Rowe Price and T. Rowe Price Investment Management generally look for companies with one or more of the following: capable management or plan to improve the business through restructuring; management/employee stock ownership; proven products or services; demonstrated innovative research, product development, and/or marketing; attractive business niches; pricing flexibility; sound financial and accounting practices; a potential or demonstrated ability to grow revenues, earnings, and cash flow consistently; stock price that appears to undervalue growth prospects; low stock price relative to a company’s underlying asset values; above-average dividend yield relative to a company’s peers or a company’s own historical norm; low price/earnings, price/book value, or price/cash flow ratios relative to the Russell 2500 Index, the company’s peers, or its own historical norm; the potential for a catalyst (such as connection to an industry experiencing increasing demand, increased investor

attention, asset sales, strong business prospects, or a change in management) to cause the stock’s price to rise.

In pursuing the Fund’s investment objective, T. Rowe Price and T. Rowe Price Investment Management have the discretion to purchase some securities that do not meet their normal investment criteria described above, when they believe there is an opportunity for substantial appreciation (such as, for example, T. Rowe Price or T. Rowe Price Investment Management believes a security could increase in value as a result of a change in management, an extraordinary corporate event, a new product introduction or innovation, or a favorable competitive development).

T. Rowe Price and T. Rowe Price Investment Management integrate environmental, social, and governance (“ESG”) factors into their investment research process for certain investments. While ESG matters vary widely, T. Rowe Price and T. Rowe Price Investment Management generally consider ESG factors such as climate change, resource depletion, labor standards, diversity, human rights issues, and governance structure and practices. For certain types of investments, including, but not limited to, cash, currency positions, and particular types of derivatives, an ESG analysis may not be relevant or possible due to a lack of data. Where ESG considerations are integrated into the investment research process, T. Rowe Price and T. Rowe Price Investment Management focus on the ESG factors they consider most likely to have a material impact on the performance of the holdings in the Fund’s portfolio. T. Rowe Price and T. Rowe Price Investment Management may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions for the Fund.

T. Rowe Price or T. Rowe Price Investment Management may sell securities for a variety of reasons, including to realize gains, limit losses, or redeploy assets into more promising opportunities.

Principal Risks

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the Fund will vary over time, depending on the composition of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

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Hedging Risk The Fund’s attempts at hedging and taking long and short positions in currencies

may not be successful and could cause the Fund to lose money or fail to get the benefit of a gain on a hedged position. If expected changes to securities prices, interest rates, currency values, and exchange rates, or the creditworthiness of an issuer are not accurately predicted, the Fund could be in a worse position than if it had not entered into such transactions.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: ca2od4f0bnta4fm0o8i2fqq3ap5j.jpg]

Highest
Quarter:

2Q ’20,

26.81%

Lowest
Quarter:

1Q ’20,

–24.29%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-18.84	%		8.74	%
	Return After Taxes on Distributions		-20.24	%		6.97	%
	Return After Taxes on Distributions and Sales of Fund Shares		-10.09	%		6.80	%
Russell 2500 Index (reflects no deduction for fees, expenses, or taxes)			-18.37	%		7.08	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Sub-subadviser(s): T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”)

Portfolio Manager(s):

Frank Alonso is a Vice President and Portfolio Manager at T. Rowe Price Investment Management. He has managed the Fund since its inception (February 2018).

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Brian W. H. Berghuis, CFA is a Vice President and Equity Portfolio Manager at T. Rowe Price Investment Management. He has managed the Fund since its inception (February 2018).

Vincent DeAugustino is a Portfolio Manager at T. Rowe Price. He has managed the Fund since June 2022.

Joshua K. Spencer, CFA is a Vice President, Portfolio Manager, and Research Analyst at T. Rowe Price. He has managed the Fund since March 2019.

J. David Wagner, CFA is a Vice President and Equity Portfolio Manager at T. Rowe Price

Investment Management. He has managed the Fund since its inception (February 2018).

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund

INVESTMENT OBJECTIVE

The Fund seeks a high level of income consistent with capital preservation.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

			Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None
Maximum Deferred Sales Charge (Load) (as a % of the lower of the original offering price or redemption proceeds)			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

			Class I
Management Fees			0.00%
Distribution and Service (Rule 12b-1) Fees			None
Other Expenses			0.11%
Total Annual Fund Operating Expenses			0.11%
Expense Reimbursement			(0.11%)
Total Annual Fund Operating Expenses after Expense Reimbursement(1)			0.00%

(1)

The expenses in the above table reflect a written agreement by MML Advisers to cap the fees and expenses of the Fund (other than extraordinary legal and other expenses, Acquired Fund Fees and Expenses, interest expense, expenses related to borrowings, securities lending, leverage, taxes, and brokerage, short sale dividend and loan expense, or other non-recurring or unusual expenses such as organizational expenses and shareholder meeting expenses, as applicable) through January 31, 2024, to the extent that Total Annual Fund Operating Expenses after Expense Reimbursement would otherwise exceed 0.00% for Class I. The Total Annual Fund Operating Expenses after Expense Reimbursement shown in the above table may exceed these amounts, because, as noted in the previous sentence, certain fees and expenses are excluded from the cap. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MML Advisers.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in each share class of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.The example also assumes that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the

preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

			1 Year						3 Years						5 Years						10 Years
Class I				$	0					$	24					$	50					$	128

Portfolio Turnover

INVESTMENTS, RISKS, AND PERFORMANCE

Principal Investment Strategies

The Fund seeks to track the investment returns of its benchmark index, the Bloomberg U.S. Long Treasury Bond Index*.

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities that are held in its benchmark index and at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Government. The Fund’s subadviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), invests the remainder of the Fund’s assets in other securities backed by the full faith and credit of the U.S. Government and in shares of a T. Rowe Price internal money fund or short-term bond fund that invests exclusively in securities backed by the full faith and credit of the U.S. Government. Securities backed by the full faith and credit of the U.S. Government include, without limitation, securities issued by Government National Mortgage Association and other

“Bloomberg®” and Bloomberg U.S. Long Treasury Bond Index are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”) and have been licensed for use for certain purposes by MassMutual. Bloomberg is not affiliated with MassMutual, and Bloomberg does not approve, endorse, review, or recommend the Fund. Bloomberg does not guarantee the timeliness, accuracy, or completeness of any data or information relating to the Fund.

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government agencies and certain corporate debt securities guaranteed by U.S. Government agencies.

The dollar-weighted average maturity of the Fund’s portfolio will normally exceed 10 years, and it will vary consistent with the dollar-weighted average maturity of the benchmark index.

The Bloomberg U.S. Long Treasury Bond Index is an index consisting of U.S. dollar-denominated, fixed rate nominal debt issued by the U.S. Treasury with maturities of 10 years or more. The Fund does not attempt to fully replicate the index by holding each of the bonds represented in the index. Instead, the Fund seeks to track the returns of the index and more efficiently replicate the key risk factors of the index (such as maturity, duration, credit quality) by attempting to capitalize on market inefficiencies through structural portfolio positioning and via small tactical bets on inflation, duration, and yield curve positioning.

U.S. Treasury securities in which the Fund may invest include Treasury bills, notes, and bonds (which includes Treasury STRIPS), as well as Treasury inflation protected securities. The Fund buys and sells U.S. Treasury futures, which are futures contracts on U.S. Treasury bonds or notes, to gain efficient exposure to U.S. Treasury security prices, help realign the portfolio with the benchmark index, adjust its sensitivity to interest rate changes, and/or manage cash flows into and out of the Fund. Use of derivatives by the Fund may create investment leverage.

The Fund may purchase and sell securities on a when-issued, delayed delivery, to-be-announced, or forward commitment basis.

T. Rowe Price may sell securities for a variety of reasons, including to adjust the portfolio’s average maturity, better align the portfolio with the characteristics of its benchmark index, or to satisfy redemption requests.

The Fund expects that it will engage in active and frequent trading and so will typically have a relatively high portfolio turnover rate.

Principal Risks

of the Fund’s portfolio, market conditions, and other factors. You should read all of the risk information presented below carefully, because any one or more of these risks may result in losses to the Fund.

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willingness and ability of the counterparty to perform its obligations, including among other things the obligation to return collateral or margin to the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

Leveraging Risk Instruments and transactions, including derivatives, that create leverage may cause

the value of an investment in the Fund to be more volatile, could result in larger losses than if they were not used, and tend to compound the effects of other risks.

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Valuation Risk The Fund is subject to the risk of mispricing or improper valuation of its investments, in particular to the extent that its securities are fair valued.

Performance Information

Annual Performance

Class I Shares

[MISSING IMAGE: e8ne99d5rr2n7d8uerjg1uhb8tfq.jpg]

Highest
Quarter:

1Q ’20,

20.98%

Lowest
Quarter:

1Q ’21,

–13.70%

Average Annual Total Returns

(for the periods ended December 31, 2022)

		One Year			Since Inception (02/09/18)
Class I	Return Before Taxes		-29.19	%		-1.34	%
	Return After Taxes on Distributions		-29.85	%		-4.54	%
	Return After Taxes on Distributions and Sales of Fund Shares		-17.26	%		-1.14	%
Bloomberg U.S. Long Treasury Bond Index (reflects no deduction for fees, expenses, or taxes)			-29.26	%		-0.93	%

MANAGEMENT

Investment Adviser: MML Investment Advisers, LLC (“MML Advisers”)

Subadviser(s): T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Portfolio Manager(s):

Michael K. Sewell, CFA is a Vice President and Portfolio Manager at T. Rowe Price. He has managed the Fund since January 2022.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains, unless you are an investor eligible for preferential tax treatment.

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Additional Information Regarding Investment Objectives and Principal Investment Strategies

Changes to Investment Objectives and Strategies.

Note Regarding Percentage Limitations.

All percentage limitations on investments in this Prospectus will apply at the time of investment, and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of the investment. (As a result, the actual investments making up a Fund’s portfolio may not at a particular time comport with any such limitation due to increases or decreases in the values of securities held by the Fund.) However, if, through a change in values, net assets, or other circumstances, a Fund were in a position where more than 15% of its net assets was invested in illiquid securities, the Fund would take appropriate orderly steps, as deemed necessary, to protect liquidity. With respect to a Fund whose name suggests that the Fund focuses its investments in a particular type of investment or investments, or in investments in a particular industry or group of industries, and that has adopted a policy under Rule 35d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), such Fund’s policy to invest at least 80% of its net assets in certain investments may be changed by the Trustees upon at least 60 days’ prior written notice to shareholders.

Credit Ratings.

Duration.

Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s value to changes in interest rates. The longer a security’s duration, the

Leverage.

Temporary Defensive Positions.

Portfolio Turnover.

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Non-Principal Investments; Use of Derivatives; Securities Loans; Repurchase Agreements.

Foreign Securities.

(ii) the securities are traded principally in the country or region suggested by the Relevant Language; or

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In addition, the Funds intend to treat derivative securities (e.g., call options) for this purpose by reference to the underlying security. Conversely, if

Disclosure of Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ SAI.

Additional Information Regarding Principal Risks

The SAI contains further information about the Funds, their investments and their related risks.

•

Bank Loans Risk

subordinated and unsecured. Senior loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. The value of any collateral securing a bank loan may decline after a Fund invests, and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. In addition, some loans may be unsecured. Unsecured loans generally present a greater risk of loss to the Fund if the issuer defaults. In some cases, the Fund may rely on a third party to administer its interest in a loan, and so is subject to the risk that the third party will be unwilling or unable to perform its obligations. The Fund may invest in a loan by purchasing an indirect interest in the loan held by a third party. In that case, the Fund will be subject to both the credit risk of the borrower and of the third party, and the Fund may be unable to realize some or all of the value of its interest in the loan in the event of the insolvency of the third party. The settlement time for certain loans is longer than the settlement time for many

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other types of investments, and the Fund may not receive the payment for a loan sold by it until well after the sale; that cash would be unavailable for payment of redemption proceeds or for reinvestment. Interests in some bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Fund believes to be a fair price. Some bank loans may be illiquid, and bank loans generally tend to be less liquid than many other debt securities. The lack of a liquid secondary market may make it more difficult for the Fund to assign a value to such instruments for purposes of valuing the Fund’s portfolio and calculating its net asset value (“NAV”). Some loans may not be considered “securities” for certain purposes under the federal securities laws, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

•

Below Investment Grade Debt Securities Risk

of defaults. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values the Fund has placed on such securities. In the absence of a liquid trading market for securities held by it, a Fund at times may be unable to establish the fair value of such securities. To the extent a Fund invests in securities in the lower rating categories, the achievement of the Fund’s goals is more dependent on the Fund investment adviser’s or subadviser’s investment analysis than would be the case if the Fund were investing in securities in the higher rating categories. Securities that are rated CCC or below by Standard & Poor’s or Caa or below by Moody’s Investors Service, Inc. are generally regarded by the rating agencies as having extremely poor prospects of ever attaining any real investment standing.

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Cash Position Risk

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Commodities-Related Investments Risk

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weather, embargoes, tariffs, and international economic, political, and regulatory developments. The price of a commodity may be affected by demand/supply imbalances in the market for the commodity. Also, a liquid secondary market may not exist for certain commodity investments, which may make it difficult for the Fund to sell them at a desirable price or the price at which it is carrying them. A Fund’s investments in commodities and commodity-related instruments may bear on or be limited by the Fund’s intention or ability to qualify as a “regulated investment company” for U.S. federal income tax purposes. See “Taxation and Distributions” below.

•

Convertible Securities Risk

•

Credit Risk

or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. It includes the risk that the security will be downgraded by a credit rating agency; generally, lower credit quality issuers present higher credit risks. An actual or perceived decline in creditworthiness of an issuer of a fixed income security held by the Fund may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Fund owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured. The credit rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition and does not reflect an assessment of an investment’s volatility or liquidity. Securities rated in the lowest category of investment grade are considered to have speculative characteristics. In addition, below investment grade debt securities (i.e., “junk” or “high yield” bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturn than investment grade securities. If a security held by the Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the investment adviser or subadviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages may affect the values of those securities.

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may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. In the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that a Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations, and realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Among other things, such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty.

•

Currency Risk

convertibility or repatriation of its currency or assets denominated in its currency, which would adversely affect the U.S. dollar value and liquidity of investments denominated in that currency. In addition, although at times most of a Fund’s income may be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. As a result, if the exchange rate for any such currency declines after the Fund’s income has been earned and translated into U.S. dollars but before payment to shareholders, the Fund could be required to sell portfolio investments to make such distributions. Similarly, if a Fund incurs an expense in a foreign currency and the exchange rate changes adversely to the Fund before the expense is paid, the Fund would have to convert a greater amount of U.S. dollars to pay for the expense at that time than it would have had to convert at the time the Fund incurred the expense. Investments in foreign currencies themselves (directly or through derivatives transactions) may be highly volatile and may create investment leverage.

•

Cyber Security and Technology Risk

The Funds and their service providers (including the Funds’ investment adviser, subadviser, custodian, and transfer agent) are subject to operational and information security risks, including those resulting from cyber-attacks and other technological issues. Technological issues or failures, or interference or attacks by “hackers” or others, may have the effect of disabling or hindering the Funds’ operations or the operations of a service provider to the Funds. There are inherent limitations in business continuity plans and technology systems designed to prevent cyber-attacks and avoid operational incidents, including the possibility that certain risks have not been identified. The Funds’ investment adviser does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Funds’ investment adviser or the Funds, each of whom could be negatively impacted as a result. Similar risks also are present for issuers of securities in which the

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Funds invest, which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such securities to lose value.

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Defaulted and Distressed Securities Risk

•

Derivatives Risk

understanding not only of the underlying instrument or index but also of the derivative itself, often without the benefit of observing the performance of the derivative under all possible market conditions. (For example, successful use of a credit default swap may require, among other things, an understanding of both the credit of the company to which it relates and of the way the swap is likely to respond to changes in various market conditions and to factors specifically affecting the company.) The use of derivatives involves the risk that a loss may be sustained as a result of the failure of another party to the contract (typically referred to as a “counterparty”) to make required payments or otherwise to comply with the contract’s terms. Derivative transactions can create investment leverage. Losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Since the values of derivatives are calculated and derived from the values of other assets, reference rates, or indexes, there is greater risk that derivatives will be improperly valued. Derivatives also involve the risk that changes in the value of a derivative may not correlate perfectly with changes in the value of its underlying asset, rate, or index, and the risk that a derivative transaction may not have the effect or benefit the Fund’s investment adviser or subadviser anticipated. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions when that would be beneficial. A liquid secondary market may not always exist for a Fund’s derivative positions at any time. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price or at all. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility.

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of such instruments. Such regulations can, among other things, restrict a Fund’s ability to engage in derivative transactions (for example, by making certain types of derivative instruments or transactions no longer available to a Fund), establish additional margin requirements and/or increase the costs of derivatives transactions, and a Fund may as a result be unable to execute its investment strategies in a manner its investment adviser or subadviser might otherwise choose. Counterparty risk with respect to derivatives has been and may continue to be affected by rules and regulations concerning the derivatives market. Some derivatives transactions are centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds the position. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses and clearing members, and it is not clear how an insolvency proceeding of a clearing house or clearing member would be conducted, what effect the insolvency proceeding would have on any recovery by a Fund, and what impact an insolvency of a clearing house or clearing member would have on the financial system more generally.

•

Futures Contract Risk. A Fund may enter into futures contracts, in which the Fund agrees to buy or sell certain financial instruments or index units or other assets on a specified future date at a specified price or rate. A Fund may also enter into contracts to deliver in the future an amount of one currency in return for an amount of another currency. If a Fund’s investment adviser or subadviser misjudges the direction of interest rates, markets, or foreign exchange rates, a Fund’s overall performance could suffer. The risk of loss could be far greater than the investment made because a futures contract requires only a small deposit to take a large position. A small change in a futures contract could have a substantial impact on a Fund, favorable or unfavorable. An investor could also suffer losses if it is unable to close out a futures contract because of an illiquid market. Futures are subject to the creditworthiness of the futures commission merchants or brokers and clearing

organizations involved in the transactions. In the event of the insolvency of its futures commission merchant or broker, a Fund may be delayed or prevented from recovering some or all of the margin it has deposited with the merchant or broker, or any increase in the value of its futures positions held through that merchant or broker.

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Dollar Roll Transaction Risk

In a dollar roll transaction, a Fund sells mortgage-backed securities for delivery to the buyer in the current month and simultaneously contracts to purchase similar securities on a specified future date from the same party. These types of transactions generally create leverage (see “Leveraging Risk” below). It may be difficult or impossible for a Fund to exercise its rights under a dollar roll transaction in the event of the insolvency or bankruptcy of the counterparty, and the Fund may not be able to purchase the securities or other assets subject to the transaction and may be required to return any collateral it holds.

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Emerging Markets Risk

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not provide all of the conveniences or protections provided by securities exchanges in more developed markets.

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Equity Securities Risk

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ESG Considerations Risk

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evaluate such factors may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic. There is no guarantee that the evaluation of ESG considerations will be additive to the Fund’s performance.

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Fixed Income Securities Risk

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Foreign Investment Risk

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in certain or all securities with exposure to that country and other countries. Economic or other sanctions imposed on a foreign country or issuer by the U.S., or on the U.S. by a foreign country, could impair a Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In the event of nationalization, expropriation, confiscation, or other government action, intervention, or restriction, a Fund could lose its entire investment in a particular foreign issuer or country. There may be quotas or other limits on the ability of a Fund (or clients of a Fund’s investment adviser or subadviser) to invest or maintain investments in securities of issuers in certain countries. Enforcing legal rights can be more difficult, costly, and limited in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Because non-U.S. securities are normally denominated and traded in currencies other than the U.S. dollar, the value of a Fund’s assets may be affected favorably or unfavorably by changes in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of non-U.S. currencies.

overall debt level, and cash-flow considerations related to the availability of tax or other revenues to satisfy the issuer’s obligations. If a foreign governmental entity defaults on its obligations on the securities, a Fund may have limited recourse available to it. The laws of some foreign countries may limit a Fund’s ability to invest in securities of certain issuers located in those countries. Special tax considerations apply to a Fund’s investments in foreign securities. A Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the amount, timing, or character of the Fund’s distributions.

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or have less control than if it invested directly in the foreign issuer. An investment in an ADR is subject to the credit risk of the issuer of the ADR.

•

Frequent Trading/Portfolio Turnover Risk

•

Geographic Focus Risk

•

Growth Company Risk

swings. Also, since investors buy these stocks because of their expected superior earnings growth, earnings disappointments often result in sharp price declines.

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Hedging Risk

•

Indexing Risk

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Inflation Risk

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that such policies will change), and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors. The market prices of debt securities generally fall as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically accompanied long-term inflationary trends.

•

Inflation-Linked Securities Risk

The values of inflation-linked securities are expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than

inflation, real interest rates may rise, leading to a decrease in value of inflation-linked securities. Inflation-linked securities may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-linked security will be treated as interest income currently subject to tax at ordinary income rates even though investors will not receive repayment of principal until maturity. If a Fund invests in such securities, it will be required to distribute such interest income in order to qualify for treatment as a regulated investment company and eliminate the Fund-level tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be advantageous to do so in order to make such distributions.

•

Inflation Protection Risk

During periods of low inflation, the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund’s and MassMutual Select T. Rowe Price Real Assets Fund’s attempts to invest in companies that may offer some protection from accelerating inflation could lessen relative returns and cause the Fund to underperform other Funds. Even if the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund’s and MassMutual Select T. Rowe Price Real Assets Fund’s investments respond well to changes in long-term inflation rates, they may not respond quickly to short-term changes in inflation rates. Further, a period of high inflation may place other strains on the economy that depress the prices of all stocks, even those of companies that typically benefit from high or rising inflation. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that such policies will change), and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund’s investors.

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Large Company Risk

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slow to respond to challenges, including changes to technology or consumer tastes, and may grow more slowly than smaller companies, especially during market cycles corresponding to periods of economic expansion. Market capitalizations of companies change over time.

•

Leveraging Risk

The use of leverage has the potential to increase returns to shareholders, but also involves additional risks. A Fund may create leverage by borrowing money (through traditional borrowings or by means of so-called reverse repurchase agreements); certain transactions, including, for example, when-issued, delayed-delivery, to-be-announced, and forward commitment purchases, loans of portfolio securities, dollar roll transactions, and the use of some derivatives, can also result in leverage. Leverage will increase the volatility of the Fund’s investment portfolio and could result in larger losses than if it were not used. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A Fund will typically pay interest or incur other borrowing costs in connection with leverage transactions.

•

LIBOR Risk

LIBOR, but there are obstacles to converting certain instruments to new reference rates. Markets are developing but questions around liquidity in these rates and how to appropriately adjust these rates to mitigate any economic value transfer at the time of transition remain a significant concern. It is difficult to predict the full impact of the transition away from LIBOR on a Fund. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, particularly insofar as the documentation governing such instruments does not include “fall back” provisions addressing the transition from LIBOR. In addition, uncertainty and volatility arising from the transition may result in a reduction in the value of certain LIBOR-based instruments held by a Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.

•

Liquidity Risk

Market values for illiquid securities may not be readily available, and there can be no assurance that any fair value assigned to an illiquid security at any time will accurately

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•

Management Risk

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Market Risk

The values of a Fund’s portfolio securities may decline, at times sharply and unpredictably, as a result of unfavorable broad market

developments, which may affect securities markets generally or particular industries, sectors, or issuers. The values of a Fund’s investments may decline as a result of a number of such factors, including actual or perceived changes in general economic and market conditions, industry, political, regulatory, geopolitical, public health, and other developments, including the imposition of tariffs or other protectionist actions, changes in interest rates, currency rates, or other rates of exchange, and changes in economic and competitive industry conditions. Likewise, terrorism, war, natural and environmental disasters, and epidemics or pandemics may be highly disruptive to economies and markets. For example, the global pandemic outbreak of the novel coronavirus known as COVID-19 and efforts to contain its spread have produced, and will likely continue to produce, substantial market volatility, severe market dislocations and liquidity constraints in many markets, exchange trading suspensions and closures, higher default rates, and global business disruption, and they may result in future significant adverse effects. Such factors, and the effects of other infectious illness outbreaks, epidemics, or pandemics, may have a significant adverse effect on a Fund’s performance and have the potential to impair the ability of a Fund’s investment adviser, subadviser, or other service providers to serve the Fund and could lead to disruptions that negatively impact the Fund. Different parts of the market and different types of securities can react differently to these conditions. The possibility that security prices in general will decline over short or even extended periods subjects a Fund to unpredictable declines in the value of its shares, as well as potentially extended periods of poor performance. In addition, the increasing popularity of passive index-based investing may have the potential to increase security price correlations and volatility. As passive strategies generally buy or sell securities based simply on inclusion and representation in an index, securities’ prices will have an increasing tendency to rise or fall based on whether money is flowing into or out of passive strategies rather than based on an analysis of the prospects and valuation

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of individual securities. This may result in increased market volatility as more money is invested through passive strategies.

Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the securities in which a Fund invests or the issuers of such securities in ways that are unforeseeable. The uncertainty surrounding the sovereign debt of a significant number of European Union countries, as well as the status of the Euro, the European Monetary Union, and the European Union itself, has disrupted and may continue to disrupt markets in the U.S. and around the world. The risks associated with investments in Europe may be heightened due to the United Kingdom’s exit from the European Union on January 31, 2020. An agreement between the United Kingdom and the European Union governing their future trade relationship became effective on January 1, 2021. Significant uncertainty remains in the market regarding the ramifications of that development and the arrangements that will apply to the United Kingdom’s relationship with the European Union and other countries following its withdrawal; the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. There is the potential for decreased trade, capital outflows from the United Kingdom, devaluation of the pound sterling, decreased business and consumer spending and decreased foreign investment in the United Kingdom, and negative effects on the value of a Fund’s investments and/or on a Fund’s ability to enter into certain transactions or value certain investments. If one or more additional countries leave the European Union, or the European Union partially or completely dissolves, the world’s economies and securities markets may be significantly disrupted and adversely affected. Legislation or regulation also may change the way in which a Fund, the investment adviser, or subadviser is regulated. Such legislation, regulation, or other government action could limit or preclude a Fund’s ability to achieve its investment objective and affect the Fund’s performance.

In addition, military action by Russia in Ukraine could adversely affect global energy

and financial markets, and therefore could affect the value of a Fund’s investments, including beyond the Fund’s direct exposure to Russian issuers or nearby geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict and could be substantial.

•

Mortgage- and Asset-Backed Securities Risk

Investments in mortgage-related and other asset-backed securities are subject to the risk of severe credit downgrades, illiquidity and defaults to a greater extent than many other types of fixed income investments. Mortgage-backed securities, including collateralized mortgage obligations and certain stripped mortgage-backed securities, represent a participation in, or are secured by, mortgage loans. Asset-backed securities are generally structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sale or installment loan contracts, leases of various types of real and personal property, receivables from credit card agreements, and student loan payments. Asset-backed securities also may be backed by pools of corporate or sovereign bonds, loans made to corporations, or a combination of these bonds and loans, commonly referred to as “collateralized debt obligations,” including collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”). The assets backing collateralized debt obligations may consist in part or entirely of high risk, below investment grade debt obligations (or comparable unrated obligations). In the case of CBOs and certain other collateralized debt obligations, those may include, by way of example, high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities, and emerging market debt. In the case of CLOs, they may include, among other things, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, any or all of which may be rated below investment grade or may be comparable unrated obligations.

Traditional debt investments typically pay a fixed rate of interest until maturity, when the

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entire principal amount is due. By contrast, payments on mortgage-backed and many asset-backed investments typically include both interest and partial payment of principal. Principal may also be prepaid voluntarily, or as a result of refinancing or foreclosure. The Fund may have to invest the proceeds from prepaid investments in other investments with less attractive terms and yields. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Because the prepayment rate generally declines as interest rates rise, an increase in interest rates will likely increase the duration, and thus the volatility, of mortgage-backed and asset-backed securities. (Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of the security’s price to changes in interest rates. Unlike the maturity of a fixed income security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how these payments are affected by prepayments and by changes in interest rates.) Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. In addition to interest rate risk (as described under “Interest Rate Risk”), investments in mortgage-backed securities composed of subprime mortgages and investments in CDOs and CLOs backed by pools of high-risk, below investment grade debt securities may be subject to a higher degree of credit risk, valuation risk, and liquidity risk (as described under “Credit Risk,” “Valuation Risk,” and “Liquidity Risk”). During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans, sales contracts, receivables, and other obligations underlying mortgage-related and other asset-backed securities. Litigation with respect to the representations

and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the Fund’s mortgage-backed investments.

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•

Non-Diversification Risk

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Preferred Stock Risk

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Real Asset Industry Risk

Because the MassMutual Select T. Rowe Price Real Assets Fund focuses its investments in certain industries that involve activities related to energy, natural resources, real estate, commodities, infrastructure, and other real assets, the Fund is more susceptible to adverse developments affecting one or more of these industries than a Fund that invests more

broadly and may perform poorly during a downturn affecting issuers generally in those industries. Companies involved in activities related to real assets can be adversely affected by, among other things, government regulation or deregulation, global political and economic developments, energy and commodity prices, the overall supply and demand for oil and gas, changes in tax zoning laws, environmental issues, and low inflation.

•

Real Estate Risk; REIT Risk

Investments in real estate are subject to a number of risks, including losses from casualty, condemnation or natural disasters, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, environmental regulations and other governmental action, regulatory limitations on rents, property taxes, and operating expenses. An investment in a REIT may be subject to risks similar to those associated with direct ownership of real estate, and may be subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and to the risk of general declines in stock prices. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. A “mortgage” REIT that invests most or all of its assets in mortgages will be subject to many of the risks described above in respect of mortgage-backed securities. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. As a shareholder in a REIT a Fund, and indirectly the Fund’s shareholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its own fees and expenses. Real estate-related investments may entail leverage and may be highly volatile. The securities of small real-estate issuers can be more volatile and less liquid than securities of larger issuers and their issuers can have more limited financial resources.

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Reinvestment Risk

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Redemptions by Affiliated Funds

The Funds are an investment option for other MassMutual Funds that are managed as “funds of funds.” As a result, from time to time, a Fund may experience a relatively large redemption and could be required to liquidate assets at inopportune times or at a loss or depressed value, which could cause the value of an investment in the Fund to decline. Similarly, large Fund share purchases may adversely affect a Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, or if the Fund is unable to invest the cash in portfolio securities that it considers as desirable as the Fund’s portfolio securities.

•

Restricted Securities Risk

A Fund may hold securities that are restricted as to resale under the U.S. federal securities laws, such as securities in certain privately held companies. There can be no assurance that a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities may prevent the Fund from disposing of them promptly at reasonable prices or at all. Restricted securities may be highly illiquid. A Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Restricted securities may be difficult to value because market quotations may not be readily available, and there may be little publicly available information about the securities or their issuers. The values of restricted securities may be highly volatile.

•

Risk of Investment in other Funds or Pools

parties, to the extent permitted by applicable law. As a shareholder in an investment company or other pool, the Fund, and indirectly that Fund’s shareholders, bear a ratable share of the investment company’s or pool’s expenses, including, but not limited to, advisory and administrative fees, and the Fund at the same time continues to pay its own fees and expenses. Investment companies or pools in which the Funds may invest may change their investment objectives or policies without the approval of a Fund, in which case a Fund may be forced to withdraw its investment from the investment company or pool at a disadvantageous time. Private investment pools in which the Funds may invest are not registered under the 1940 Act, and so will not offer all of the protections provided by the 1940 Act (including, among other things, independent oversight, protections against certain conflicts of interest, and custodial risks). A Fund is exposed indirectly to all of the risks applicable to any other investment company or pool in which it invests, including that the investment company or pool will not perform as expected. Investments in other investment companies or private pools may be illiquid, may be leveraged, and may be highly volatile.

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securities, and will have an incentive to invest in such investment vehicles over non-affiliated investment companies. The investment adviser or subadviser, as applicable, will have no obligation to select the least expensive or best performing funds available to serve as an underlying investment vehicle. Similarly, the investment adviser or subadviser, as applicable, will have an incentive to delay or decide against the sale of interests held by the Fund in investment vehicles sponsored or managed by the investment adviser or subadviser, as applicable, or their affiliates.

Creation Units, and no other AP steps forward to create and redeem ETF shares, the ETF’s shares may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting.

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Sector Risk

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Short Sales Risk

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Small and Mid-Cap Company Risk

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adviser or subadviser may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. Market risk and liquidity risk are particularly pronounced for stocks of small and medium-sized companies. The securities of small and medium-sized companies may trade less frequently and in smaller volume than more widely held securities. The prices of these securities may fluctuate more sharply than those of other securities, and a Fund may experience some difficulty in establishing or closing out positions in these securities at prevailing market prices. There may be less publicly available information about the issuers of these securities or less market interest in such securities than in the case of larger companies, both of which can cause significant price volatility. Some securities of small and medium-sized issuers may be illiquid or may be restricted as to resale.

•

Sovereign Debt Obligations Risk

the payment of principal and interest on external debt. Certain emerging and frontier market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders.

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U.S. Government Securities Risk

U.S. Government securities include a variety of securities that differ in their interest rates, maturities, and dates of issue. While securities issued or guaranteed by some agencies or instrumentalities of the U.S. Government (such as the Government National Mortgage Association) are supported by the full faith and credit of the United States, securities issued or guaranteed by certain other agencies or instrumentalities of the U.S. Government (such as Federal Home Loan Banks) are supported only by the right of the issuer to borrow from the U.S. Government. Securities issued or guaranteed by certain other agencies and instrumentalities of the U.S. Government (such as Fannie Mae and Freddie Mac) are not supported by the full faith and credit of the U.S. Government and are supported only by the credit of the issuer itself. There is no assurance that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so. For securities not backed by the full faith and credit of the United States, a Fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. Such securities may involve increased risk of loss of principal and interest compared to government debt securities that are backed by the full faith and credit of the United States. From time to time, uncertainty regarding the status of negotiations in the U.S. Government to increase the statutory debt ceiling could increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, cause the credit rating of the U.S. Government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. Government-sponsored entity is

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negatively impacted by legislative or regulatory action (or lack thereof), is unable to meet its obligations, or its creditworthiness declines, the performance of each Fund that holds securities of the entity will be adversely impacted. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. Investments in these securities are also subject to, among other things, interest rate risk, prepayment risk, extension risk, and the risk that the value of the securities will fluctuate in response to political, market, or economic developments.

•

Valuation Risk

into the Fund. If a Fund underestimates the price of its portfolio securities, you may not receive the full market value for your Fund shares when you sell.

•

Value Company Risk

•

When-Issued, Delayed Delivery, TBA, and Forward Commitment Transaction Risk

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Management of the Funds

Investment Adviser

In 2022, each Fund paid MML Advisers an investment management fee based on a percentage of each Fund’s average daily net assets as follows: 0.18% for the MM Equity Asset Fund; 0.00% for the MassMutual Select T. Rowe Price Bond Asset Fund; 0.00% for the MassMutual Select T. Rowe Price Emerging Markets Bond Fund; 0.00% for the MassMutual Select T. Rowe Price Large Cap Blend Fund; 0.00% for the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund; 0.00% for the MassMutual Select T. Rowe Price Real Assets Fund; 0.00% for the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund; and 0.00% for the MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund.

Subadvisers and Portfolio Managers

J.P. Morgan Investment Management Inc. (“J.P. Morgan”), located at 383 Madison Avenue, New York, New York 10179, manages the investments of the MM Equity Asset Fund. J.P. Morgan is a wholly-owned subsidiary of JP Morgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JP Morgan Chase & Co., a bank holding company. As of September 30, 2022, J.P. Morgan and its affiliates had approximately $2.23 trillion in assets under management.

Tim Synder, CFA, CMT

is a portfolio manager of the MM Equity Asset Fund. Mr. Snyder, Executive Director, joined J.P. Morgan in 2003.

Raffaele Zingone, CFA

is a portfolio manager of the MM Equity Asset Fund. Mr. Zingone, Managing Director, joined J.P. Morgan in 1991.

T. Rowe Price Associates, Inc. (“T. Rowe Price”), located at 100 East Pratt Street, Baltimore, Maryland 21202, manages the investments of the 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, and MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund. T. Rowe Price, a wholly-owned subsidiary of T. Rowe

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Price Group, Inc., a publicly-traded financial services holding company, has been managing assets since 1937. In addition, each of T. Rowe Price International Ltd (“T. Rowe Price International”) and T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”) serves as sub-subadviser for the MassMutual Select T. Rowe Price Bond Asset Fund and MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund, T. Rowe Price Japan, Inc. (“T. Rowe Price Japan”) serves as sub-subadviser for the MassMutual Select T. Rowe Price Real Assets Fund, and T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”) serves as sub-subadviser for the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Each sub-subadviser, subject to the supervision of T. Rowe Price, is authorized to trade securities and make discretionary investment decisions on behalf of a Fund (which includes selecting foreign investments in developed and emerging market countries). T. Rowe Price International is a wholly-owned subsidiary of T. Rowe Price and its address is 60 Queen Victoria Street, London, England EC4N 4TZ. T. Rowe Price Hong Kong is a wholly-owned subsidiary of T. Rowe Price International and its address is 6/F Chater House, 8 Connaught Place, Central Hong Kong. T. Rowe Price Japan is a wholly-owned subsidiary of T. Rowe Price International and its address is Gran Tokyo South Tower 7F, I-9-2, Marunouchi, 1-chome, Chiyoda-ku, Tokyo, 100-6607, Japan. T. Rowe Price Investment Management is a wholly-owned subsidiary of T. Rowe Price and its address is 100 East Pratt Street, Baltimore, Maryland 21202. As of September 30, 2022, T. Rowe Price and its affiliates had approximately $1.23 trillion in assets under management.

T. Rowe Price Investment Management was added as a sub-subadviser of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund on March 7, 2022. T. Rowe Price International was added as a sub-subadviser of the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund, and T. Rowe Price Hong Kong was added as a sub-subadviser of the MassMutual Select T. Rowe Price Bond Asset Fund and MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund on November 1, 2022.

Frank Alonso

is a portfolio manager of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Mr. Alonso is a Vice President and Portfolio Manager for T. Rowe Price Investment Management. He joined T. Rowe Price in 2000 and his investment experience dates from that time. During the past five years, Mr. Alonso has also served as an equity research analyst and a portfolio manager (beginning in 2013).

Steve Bartolini, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Bond Asset Fund. Mr. Bartolini is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2010 and his investment experience dates from 2000. During the past five years, Mr. Bartolini has served as a portfolio manager (beginning in June 2016) and, prior to that, as an associate portfolio manager of the U.S. Inflation Protected Bond and U.S. Short-Term Inflation Focused Bond strategies, a member of the fixed income division’s Global Interest Rates and Currencies Strategy Team, and a fixed income trader.

Brian W. H. Berghuis, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Mr. Berghuis is a Vice President and Portfolio Manager for T. Rowe Price Investment Management. He joined T. Rowe Price in 1985 and his investment experience dates from 1983. Mr. Berghuis has served as a portfolio manager for T. Rowe Price or T. Rowe Price Investment Management throughout the past five years.

Richard A. Coghlan

is a portfolio manager of the MassMutual Select T. Rowe Price Real Assets Fund. Mr. Coghlan is a Vice President and Portfolio Manager for T. Rowe Price Japan. He joined T. Rowe Price in 2017 and his investment experience dates from 1997. Since joining T. Rowe Price, he has served as a portfolio manager in the Multi-Asset Division of T. Rowe Price. Prior to joining T. Rowe Price, he worked as a fund manager and the head of Multi-Asset Asia for Schroders Investment Management.

Vincent DeAugustino

is a portfolio manager of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Mr. DeAugustino is a Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2015 and his investment experience dates from 2009.

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Shawn T. Driscoll

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Mr. Driscoll is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2006 and his investment experience dates from 2003. Mr. Driscoll has served as a portfolio manager for T. Rowe Price throughout the past five years.

Joe Fath, CPA

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Mr. Fath is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2002 and he has 18 years of investment experience. Prior to serving as a portfolio manager for T. Rowe Price, Mr. Fath served as an equity research analyst and, since 2008, has assisted other T. Rowe Price portfolio managers in managing T. Rowe Price’s U.S. large-cap growth strategies.

Christopher Faulkner-MacDonagh

is a portfolio manager of the MassMutual Select T. Rowe Price Real Assets Fund. Mr. Faulkner-MacDonagh is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2016 and his investment experience dates from 1998. Since joining T. Rowe Price, he has served as a portfolio strategist. Prior to joining T. Rowe Price, he worked as a market strategist at Standard Life Investments and as a senior economist at Ziff Brothers Investments.

Ryan S. Hedrick

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Mr. Hedrick is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2013 and his investment experience dates from 2004. During the past five years, Mr. Hedrick has served as associate portfolio manager of T. Rowe Price’s U.S. Value Equity strategy (beginning in May 2021), and as an associate portfolio manager supporting T. Rowe Price’s U.S. Large-Cap Value strategies (beginning in October 2019).

Ann M. Holcomb, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Ms. Holcomb is a Vice President and Portfolio Manager for T. Rowe Price. She joined T. Rowe Price in 1996 and her investment experience dates from 1995. Ms. Holcomb has served as a portfolio manager for T. Rowe Price throughout the past five years.

Arif Husain, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Bond Asset Fund. Mr. Husain is a Vice President and Portfolio Manager for T. Rowe Price International. He joined T. Rowe Price International in 2013 and his investment experience dates from 1995. Since joining T. Rowe Price International, Mr. Husain has served as a portfolio manager and as head of International Fixed Income. Prior to joining T. Rowe Price, Mr. Husain served as a director of European Fixed Income and U.K. and Euro Portfolio Management with AllianceBersnstein, where he oversaw research and had responsibility for managing global, European, and U.K. fixed income portfolios.

Samy Muaddi

is the portfolio manager of the MassMutual Select T. Rowe Price Emerging Markets Bond Fund. Mr. Muaddi is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2006 and his investment experience dates from that time. Mr. Muaddi has served as a portfolio manager for T. Rowe Price throughout the past five years.

Jason Nogueira, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Mr. Nogueira is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2004 and his investment experience dates from 2001. Mr. Nogueira has served as a portfolio manager for T. Rowe Price throughout the past five years.

Ken Orchard, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Bond Asset Fund. Mr. Orchard is a Vice President and Portfolio Manager for T. Rowe Price International. He joined T. Rowe Price International in

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2010 and his experience dates from 2004. Since joining T. Rowe Price International, Mr. Orchard has served as a portfolio manager and credit research analyst.

Jason Benjamin Polun, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Large Cap Blend Fund. Mr. Polun is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2003 and his investment experience dates from 1999. Mr. Polun has served as a portfolio manager for T. Rowe Price throughout the past five years.

Michael K. Sewell, CFA

is the portfolio manager of the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund and a portfolio manager of the MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund. Mr. Sewell is a Vice President and Portfolio Manager for T. Rowe Price. He joined T. Rowe Price in 2004 and his investment experience dates from 2006. During the past five years, Mr. Sewell has served as a fixed income trader, a portfolio manager (beginning in February 2020), and an associate portfolio manager (beginning in March 2018) of the U.S. Inflation Protected Bond, U.S. Short-Term Inflation Focused Bond, U.S. Treasury Intermediate-Term Bond, and U.S. Treasury Long-Term Bond strategies.

Joshua K. Spencer, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Mr. Spencer is a Vice President, Portfolio Manager, and Research Analyst for T. Rowe Price. He joined T. Rowe Price in 2004 and his investment experience dates from 1998. Prior to joining T. Rowe Price, Mr. Spencer was a research analyst and sector fund portfolio manager specializing in the consumer industry at Fidelity Investments. Mr. Spencer has served as a portfolio manager for T. Rowe Price throughout the past five years.

J. David Wagner, CFA

is a portfolio manager of the MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund. Mr. Wagner is a Vice President and Portfolio Manager for T. Rowe Price Investment Management. He joined T. Rowe Price in 2000 and his investment experience dates from 1999. Mr. Wagner has served as a portfolio manager for T. Rowe Price or T. Rowe Price Investment Management throughout the past five years.

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About the Class of Shares – I Shares

Each Fund offers Class I shares. Currently, shares are offered only to certain other MassMutual Funds.

However, at its discretion, the Trust may make shares of the Funds available to other investors at any time.

Buying, Redeeming, and Exchanging Shares

The Funds sell their shares at a price equal to their NAV (see “Determining Net Asset Value” below). Your purchase order will be priced at the next NAV calculated after your order is received in good order by the transfer agent. The Funds will suspend selling their shares during any period when the determination of NAV is suspended. The Funds can reject any purchase order and can suspend purchases if they believe it is in their best interest.

The Funds redeem their shares at their next NAV computed after your redemption request is received by the transfer agent. You will usually receive payment for your shares within seven days after your redemption request is received in good order. Under unusual circumstances, the Funds can also suspend or postpone payment, when permitted by applicable law and regulations. The Funds' transfer agent may temporarily delay for more than seven days the disbursement of redemption proceeds from the Fund account of a "Specified Adult" (as defined in Financial Industry Regulatory Authority Rule 2165) based on a reasonable belief that financial exploitation of the Specified Adult has occurred, is occuring, has been attempted, or will be attempted, subject to certain conditions. Under normal circumstances, each Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Under stressed market conditions, a Fund may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time. To the extent consistent with applicable laws and regulations, the Funds reserve the right to satisfy all or a portion of a redemption request by distributing securities or other property in lieu of cash (“in-kind” redemptions), under both normal and stressed market conditions. Some Funds may be limited in their ability to use assets other than cash to meet redemption requests due to restrictions on ownership of their portfolio assets. The securities distributed in an in-kind redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market

risk until they are sold and may increase or decrease in value prior to converting them into cash. You may incur brokerage and other transaction costs, and could incur a taxable gain or loss for income tax purposes when converting the securities to cash.

Risk of Substantial Redemptions.

Exchanges

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shares of the MassMutual U.S. Government Money Market Fund are exchanged for Class A shares of another series, any sales charge applicable to those Class A shares will typically apply. For individual retirement accounts described in Code Section 408, Class R5 shares of the MassMutual U.S. Government Money Market Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund may only be exchanged for Class A shares of another series (in which case any sales charge applicable to those Class A shares will typically apply), and Class A shares of any other series may only be exchanged for Class R4 shares of the MassMutual Total Return Bond Fund and MM S&P 500 Index Fund. An exchange is treated as a sale of shares in one series and a purchase of shares in another series at the NAV next determined after the exchange request is received and accepted by the transfer agent, MML Advisers, a broker-dealer, or another intermediary authorized for this purpose. You can only exchange into shares of another series if you meet any qualification requirements of the series into which you seek to exchange (for example, shares of some series are not available to purchasers through certain investment channels, and some may be available only to certain types of shareholders). In addition, in limited circumstances, such as those described above, for certain series the share class available for exchange may not be the same share class as the series from which you are exchanging. Exchange requests involving a purchase into any series (except the MassMutual Strategic Bond Fund, MassMutual U.S. Government Money Market Fund, MassMutual Inflation-Protected and Income Fund, MassMutual Core Bond Fund, MassMutual Diversified Bond Fund, MassMutual Short-Duration Bond Fund, MassMutual High Yield Fund, MassMutual Global Floating Rate Fund, MassMutual Global Credit Income Opportunities Fund, and MassMutual Emerging Markets Debt Blended Total Return Fund), however, will not be accepted if you have already made a purchase followed by a redemption involving the same series within the last 60 days. This restriction does not apply to rebalancing trades executed by any of the MassMutual RetireSMARTSM by JPMorgan Funds, MassMutual Select T. Rowe Price

Retirement Funds, and MassMutual Target Allocation Funds. This restriction also does not apply to exchanges made pursuant to certain asset allocation programs, systematic exchange programs, and dividend exchange programs. If you place an order to exchange shares of one series for another through a broker-dealer or other intermediary then, in order for your exchange to be effected based on the series’ next determined NAVs, the broker-dealer or other intermediary must receive your request before the close of regular trading on the NYSE, and the broker- dealer or other intermediary must subsequently communicate the request properly to the MassMutual Funds.

•

you have engaged in excessive trading;

•

a Fund receives or expects simultaneous orders affecting significant portions of the Fund’s assets;

•

a pattern of exchanges occurs which coincides with a market timing strategy; or

•

the Fund would be unable to invest the funds effectively based on its investment objectives and policies or if the Fund would be adversely affected.

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

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

How to Invest

To be considered in “good order” purchase orders must be accompanied by sufficient funds. You can pay by Federal Funds wire transfer.

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Frequent Trading Policies

there can be no assurance that MML Advisers will be able to identify all those who trade excessively or employ a market timing strategy and curtail their trading in every instance.

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Determining Net Asset Value

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The Funds’ valuation methods are also described in the SAI.

Taxation and Distributions

whether to have amounts held for their benefit by such trusts or other entities in shares of a Fund.

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not expect a significant portion of their distributions to be derived from qualified dividend income.

of shares of a Fund held for six months or less will be treated as a long-term capital loss to the extent of long-term capital gains dividends received with respect to such shares.

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should consult their tax advisors as to the tax consequences to them of owning Fund shares.

In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, a Fund must, among other things, derive at least 90% of its gross income from certain specified sources (such income, “qualifying income”). Direct investment in commodities and certain commodities-related investments generally do not, under published IRS guidance, produce qualifying income.

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Financial Highlights

MM EQUITY ASSET FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.12	$ 0.10	$ (1.05)	$ (0.95)	$ (0.13)	$ (2.04)	$ (2.17)	$ 7.00	(14.16%)	$ 303,274	0.23%	N/A	1.20%
9/30/21	8.79	0.11	2.38	2.49	(0.14)	(1.02)	(1.16)	10.12	30.90%	397,810	0.22%	N/A	1.20%
9/30/20	7.90	0.12	1.25	1.37	(0.11)	(0.37)	(0.48)	8.79	17.91%	423,084	0.24%	N/A	1.48%
9/30/19	12.36	0.12	(0.49)^aa	(0.37)	(0.50)	(3.59)	(4.09)	7.90	3.10%	489,569	0.24%	0.21%	1.48%
9/30/18	11.85	0.24	0.99	1.23	(0.26)	(0.46)	(0.72)	12.36	10.73%	497,747	0.26%	0.25%	1.99%

	Year ended September 30
	2022	2021	2020	2019	2018
Portfolio turnover rate	39%	29%	60%	49%	37%

c	Per share amount calculated on the average shares method.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

aa	The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

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MASSMUTUAL SELECT T. ROWE PRICE BOND ASSET FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 10.43	$ 0.21	$ (1.67)	$ (1.46)	$ (0.31)	$ (0.03)	$ (0.34)	$ 8.63	(14.50%)	$ 558,491	0.08%	0.00%	2.19%
9/30/21	10.65	0.20	(0.07)	0.13	(0.16)	(0.19)	(0.35)	10.43	1.26%	814,111	0.07%	0.00%	1.89%
9/30/20	10.59	0.24	0.18	0.42	(0.31)	(0.05)	(0.36)	10.65	4.15%	750,915	0.45%	0.33%	2.32%
9/30/19	9.94	0.29	0.69	0.98	(0.33)	—	(0.33)	10.59	10.21%	670,362	0.56%	0.40%	2.90%
9/30/18^g	10.00	0.18	(0.24)	(0.06)	—	—	—	9.94	(0.60%)^b	512,086	0.51%^a	0.43%^a	2.78%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	290%	255%	157%	287%	170%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

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MASSMUTUAL SELECT T. ROWE PRICE EMERGING MARKETS BOND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 9.73	$ 0.44	$ (2.82)	$ (2.38)	$ (0.54)	$ —	$ (0.54)	$ 6.81	(25.84%)	$ 75,893	0.19%	0.00%	5.29%
9/30/21	9.50	0.51	0.31	0.82	(0.59)	—	(0.59)	9.73	8.74%	107,177	0.17%	0.00%	5.29%
9/30/20	9.91	0.50	(0.41)	0.09	(0.50)	—	(0.50)	9.50	0.88%	109,979	0.76%	0.58%	5.29%
9/30/19	9.64	0.53	0.06	0.59	(0.32)	—	(0.32)	9.91	6.35%	110,630	0.92%	0.70%	5.45%
9/30/18^g	10.00	0.33	(0.69)	(0.36)	—	—	—	9.64	(3.60%)^b	75,004	1.01%^a	0.70%^a	5.30%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	37%	49%	56%	39%	37%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

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MASSMUTUAL SELECT T. ROWE PRICE LARGE CAP BLEND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 17.43	$ 0.16	$ (3.36)	$ (3.20)	$ (0.15)	$ (2.85)	$ (3.00)	$ 11.23	(22.96%)	$ 1,853,860	0.02%	0.00%	1.13%
9/30/21	13.00	0.16	4.39	4.55	(0.12)	—	(0.12)	17.43	35.17%	2,309,626	0.02%	0.00%	0.97%
9/30/20	11.36	0.11	1.65	1.76	(0.12)	—	(0.12)	13.00	15.60%	1,772,717	0.51%	0.44%	0.91%
9/30/19	10.87	0.12	0.45	0.57	(0.08)	—	(0.08)	11.36	5.39%	1,280,663	0.65%	0.56%	1.09%
9/30/18^g	10.00	0.07	0.80	0.87	—	—	—	10.87	8.70%^b	923,050	0.64%^a	0.58%^a	1.11%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	121%	65%	90%	67%	64%^q

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

q	Portfolio turnover excludes securities received from subscriptions in-kind. Securities received from subscriptions in-kind had no impact on portfolio turnover

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MASSMUTUAL SELECT T. ROWE PRICE LIMITED DURATION INFLATION FOCUSED BOND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 11.02	$ 0.63	$ (1.13)	$ (0.50)	$ (0.53)	$ (0.14)	$ (0.67)	$ 9.85	(4.82%)	$ 189,897	0.07%	0.00%	5.97%
9/30/21	10.64	0.42	0.30	0.72	(0.19)	(0.15)	(0.34)	11.02	6.96%	272,860	0.07%	0.00%	3.93%
9/30/20	10.27	0.15	0.41	0.56	(0.19)	(0.00)^d	(0.19)	10.64	5.58%	186,441	0.37%	0.13%	1.48%
9/30/19	10.09	0.25	0.14	0.39	(0.21)	—	(0.21)	10.27	3.95%	199,074	0.44%	0.16%	2.50%
9/30/18^g	10.00	0.22	(0.13)	0.09	—	—	—	10.09	0.90%^b	116,512	0.46%^a	0.30%^a	3.36%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	176%	193%	156%	135%	66%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

d	Amount is less than $0.005 per share.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

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MASSMUTUAL SELECT T. ROWE PRICE REAL ASSETS FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 12.85	$ 0.49	$ (1.86)	$ (1.37)	$ (0.36)	$ (0.78)	$ (1.14)	$ 10.34	(12.24%)	$ 210,339	0.09%	0.00%	3.93%
9/30/21	9.83	0.37	2.89	3.26	(0.24)	—	(0.24)	12.85	33.66%	162,367	0.13%	0.00%	3.04%
9/30/20	10.49	0.23	(0.60)	(0.37)	(0.29)	—	(0.29)	9.83	(3.77%)	99,585	0.69%	0.50%	2.33%
9/30/19	10.56	0.27	(0.16)	0.11	(0.18)	—	(0.18)	10.49	1.26%	82,224	0.86%	0.61%	2.60%
9/30/18^g	10.00	0.19	0.37	0.56	—	—	—	10.56	5.60%^b	61,160	1.00%^a	0.61%^a	2.86%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	43%	57%	32%	40%	13%^q

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

q	Portfolio turnover excludes securities received from subscriptions in-kind. Securities received from subscriptions in-kind had no impact on portfolio turnover.

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MASSMUTUAL SELECT T. ROWE PRICE SMALL AND MID CAP BLEND FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 16.20	$ 0.14	$ (3.18)	$ (3.04)	$ (0.16)	$ (1.99)	$ (2.15)	$ 11.01	(21.64%)	$ 665,939	0.03%	0.00%	1.04%
9/30/21	12.41	0.15	4.43	4.58	(0.10)	(0.69)	(0.79)	16.20	37.99%	910,874	0.04%	0.00%	0.97%
9/30/20	11.44	0.07	1.18	1.25	(0.07)	(0.21)	(0.28)	12.41	10.97%	747,318	0.61%	0.53%	0.58%
9/30/19	11.47	0.07	0.09	0.16	(0.04)	(0.15)	(0.19)	11.44	1.72%	632,662	0.76%	0.65%	0.59%
9/30/18^g	10.00	0.03	1.44	1.47	—	—	—	11.47	14.70%^b	473,030	0.75%^a	0.65%^a	0.40%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	34%	28%	41%	33%	22%^q

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

q	Portfolio turnover excludes securities received from subscriptions in-kind. Securities received from subscriptions in-kind had no impact on portfolio turnover.

– 86 –

MASSMUTUAL SELECT T. ROWE PRICE U.S. TREASURY LONG-TERM INDEX FUND

		Income (loss) from investment operations			Less distributions to shareholders					Ratios / Supplemental Data
	Net asset value, beginning of the period	Net investment income (loss)^c,j	Net realized and unrealized gain (loss) on investments	Total income (loss) from investment operations	From net investment income	From net realized gains	Total distributions	Net asset value, end of the period	Total return^l,m	Net assets, end of the period (000)’s	Ratio of expenses to average daily net assets before expense waivers	Ratio of expenses to average daily net assets after expense waivers^j	Net investment income (loss) to average daily net assets
Class I
9/30/22	$ 7.62	$ 0.15	$ (2.17)	$ (2.02)	$ (0.13)	$ —	$ (0.13)	$ 5.47	(26.97%)	$ 126,709	0.11%	0.00%	2.29%
9/30/21	13.07	0.14	(1.17)	(1.03)	(0.16)	(4.26)	(4.42)	7.62	(10.55%)	109,251	0.15%	0.00%	1.69%
9/30/20	12.25	0.25	1.45	1.70	(0.31)	(0.57)	(0.88)	13.07	15.26%	67,408	0.42%	0.13%	2.07%
9/30/19	10.03	0.30	2.12	2.42	(0.20)	—	(0.20)	12.25	24.53%	153,801	0.43%	0.16%	2.74%
9/30/18^g	10.00	0.18	(0.15)	0.03	—	—	—	10.03	0.30%^b	113,795	0.46%^a	0.30%^a	2.72%^a

	Year ended September 30
	2022	2021	2020	2019	Period ended September 30, 2018^b
Portfolio turnover rate	102%	116%	206%	155%	37%

a	Annualized.

b	Percentage represents the results for the period and is not annualized.

c	Per share amount calculated on the average shares method.

g	For the period February 9, 2018 (commencement of operations) through September 30, 2018.

j	Computed after giving effect to an agreement by MML Advisers to waive certain fees and expenses of the Fund.

l	Employee retirement benefit plans that invest plan assets in the Separate Investment Accounts (SIAs) may be subject to certain charges as set forth in their respective Plan Documents. Total return figures would be lower for the periods presented if they reflected these charges.

m	Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

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TABLE OF CONTENTS

Index Descriptions

The Bloomberg Emerging Markets Hard Currency (USD) Aggregate Index measures the performance of USD, EUR, and GBP-denominated debt from sovereign, quasi-sovereign, and corporate Emerging Markets issuers. Country eligibility and classification as Emerging Markets is rules-based and reviewed annually using the World Bank income group and International Monetary Fund country classifications. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Bloomberg U.S. 1-5 Year Treasury TIPS Index measures the performance of inflation-protected securities with maturities of 1-5 years issued by the U.S. Treasury. It is a subset of the Global Inflation-Linked Index (Series-L), with a 38.5% market value weight in the Index (as of December 31, 2010), but is not eligible for other nominal Treasury or Aggregate Indexes. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The Bloomberg U.S. Long Treasury Bond Index measures the performance of public obligations of the U.S. Treasury with maturities of 10 years and greater, including securities that roll up to the U.S. Aggregate, U.S. Universal, and Global Aggregate Indexes. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The J.P. Morgan Emerging Markets Bond Index Global Diversified measures the performance of fixed rate, U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities, including Brady bonds, loans, and Eurobonds. The Index limits the weights of those index countries with larger debt stocks by only including a specified portion of a country’s eligible amounts of debt outstanding. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

The MSCI All Country World Index (ACWI) measures the performance of the large- and mid-cap segments of all country markets. It is free float-adjusted market-capitalization weighted. The Index does not reflect any deduction for fees or expenses and cannot be purchased directly by investors.

The Russell 2500 Index measures the performance of the small to mid-cap segment of the US equity universe. It is a subset of the Russell 3000 index includes approximately 2500 of the smallest securities based on the combination of their market cap and current index membership. The Index does not reflect any deduction for fees, expenses, or taxes and cannot be purchased directly by investors.

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TABLE OF CONTENTS

MassMutual Funds

1295 State Street

Springfield, Massachusetts 01111-0001

Learning More About the Funds

How to Obtain Information

From the Funds:

From the SEC:

When obtaining information about the Funds from the SEC, you may find it useful to reference the

Funds’ SEC file number: 811-8274.

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

Please refer to Article V of the Trust’s Amended and Restated Agreement and Declaration of Trust (See Exhibit A).

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

At the date of this Post-Effective Amendment to the Registration Statement, except as noted below, Registrant did not, directly or indirectly, control any person. Currently, the Registrant provides a vehicle for the investment of assets of various separate investment accounts established by MassMutual. The assets in such separate accounts are, under state law, assets of the life insurance companies which have established such accounts. Thus, at any time MassMutual and its life insurance company subsidiaries will own such outstanding shares of Registrant’s series as are purchased with separate account assets. As a result, MassMutual will own a substantial number of the shares of Registrant, probably for a number of years. MassMutual owned more than 25% of the outstanding shares of each series of the Trust, other than the MassMutual Mid Cap Growth 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 International Equity 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 Retirement Balanced Fund, MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund, and MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund, and therefore is deemed to “control” each such series of the Trust within the meaning of the Investment Company Act of 1940 (the “1940 Act”).

The following entities are, or may be deemed to be, controlled by MassMutual through the direct or indirect ownership of such entities’ stock or other ownership interests. In addition, MassMutual may be deemed to control one or more investment pools not listed below and managed or sponsored by MassMutual or its affiliates, through direct or indirect ownership of shares or other interests in such investment pools.

Article VIII, Sections 1, 2, 3, 4 and 5 of the Trust’s Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference to Exhibit A(1) of the Trust’s Post-Effective Amendment No. 65 to the Registration Statement filed via EDGAR on February 1, 2012, provide as follows with respect to indemnification of the Trustees and officers of the Trust against liabilities which may be incurred by them in such capacities:

Section 1. Trustees, Officers, Etc. The Trust shall indemnify every person who is or has been a Trustee or officer (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred or paid by any Covered Person in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil, criminal, or other, including appeals, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel, in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article.

Section 2. Compromise Payment. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (the disinterested Trustees to take final action on the consideration of such approval within 60 days of a request thereof by a Covered Person), or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry), to the effect that such indemnification would not protect such Covered Person against any liability to the Trust to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (which opinion the Trustees shall use reasonable diligence to obtain within 60 days of a request therefor by a Covered Person). Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Section 3. Rebuttable Presumption. For purposes of the determination or opinion referred to in clause (c) of Section 1 of this Article VIII or clauses (a) or (b) of Section 2 of this Article VIII, the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Section 4. Indemnification Not Exclusive. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such Covered Person may be entitled. As used in this Article VIII, the term “Covered Person” shall include such person’s heirs, executors and administrators and a “disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in Section 2(a)(19) of the 1940 Act (or who has been exempted from being an “interested person” by any rule, regulation or order of the Commission), and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

Section 5. No Presumption. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Covered Person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Trust or that the person had reasonable cause to believe that the person’s conduct was lawful.

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

MassMutual’s directors’ and officers’ liability insurance program, which covers the Trust’s Trustees and officers, consist of two distinct coverages. The first coverage reimburses MassMutual, subject to specified limitations, for amounts which MassMutual is legally obligated to pay out under its indemnification by-law, discussed above. The second coverage directly protects a Trustee or officer of the Trust against liability from shareholder derivative and similar lawsuits which are not indemnifiable under the law. There are, however, specific acts giving rise to liability which are excluded from this coverage. For example, no Trustee or officer is insured against personal liability for libel or slander, acts of deliberate dishonesty, fines or penalties, illegal personal profit or advantage at the expense of the Trust or its shareholders, violation of employee benefit plans, regulatory statutes, and similar acts which would traditionally run contrary to public policy and hence reimbursement by insurance.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

MML Advisers is the investment adviser for the Trust. MML Advisers is responsible for providing all necessary investment management and administrative services to the Trust. MML Advisers, a Delaware limited liability company, was formed in 2013 and is a wholly-owned subsidiary of MassMutual. Founded in 1851, MassMutual is a mutual life insurance company that provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses.

The directors and officers of MML Advisers, which is located at 1295 State Street, Springfield, Massachusetts 01111-0001, their positions with MML Advisers, and their other principal business affiliations and business experience for the past two years are as follows:

Head of Investment Management Solutions (since 2021), MassMutual; Head of Investment Strategy and Research, North America (2019-2021), State Street Global Advisors; Vice President (since 2021), MassMutual Select Funds (open- end investment company); Vice President (since 2021), MassMutual Premier Funds (open-end investment company); Vice President (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President (since 2021), MML Series Investment Fund (open-end investment company); Vice President (since 2021), MML Series Investment Fund II (open-end investment company).

Head of Cash Operations (since 2020), MassMutual; Assistant Vice President (2000-2020), FM Global; Assistant Treasurer (since 2021), MML Distributors, LLC; Assistant Treasurer (since 2021), C.M. Life Insurance Company; Assistant Treasurer (since 2021), MML Bay State Life Insurance Company; Assistant Treasurer (since 2021), Athens Fund Management LLC; Assistant Treasurer (since 2021), Berkshire Way LLC; Assistant Treasurer (since 2021), Blueprint Income LLC; Assistant Treasurer (since 2021), EM Opportunities LLC; Assistant Treasurer (since 2021), Fern Street LLC; Assistant Treasurer (since 2021), Glidepath Holdings Inc.; Assistant Treasurer (since 2021), HITPS LLC; Assistant Treasurer (since 2021), Insurance Road LLC; Assistant Treasurer (since 2021), ITPS Holding LLC; Assistant Treasurer (since 2021), MassMutual Capital Partners LLC; Assistant Treasurer (since 2021), MassMutual External Benefits Group LLC; Assistant Treasurer (since 2021), MassMutual Global Business Services India LLP; Assistant Treasurer (since 2021), MassMutual Global Business Services Romania S.R. L.; Assistant Treasurer (since 2021), MassMutual Holding LLC; Assistant Treasurer (since 2021), MassMutual Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual Intellectual Property LLC; Assistant Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual International LLC; Assistant Treasurer (since 2021), MassMutual Mortgage Lending LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds Subsidiary LLC; Assistant Treasurer (since 2021), MassMutual Ventures Holding LLC; Assistant Treasurer (since 2021), MassMutual Ventures Management LLC; Assistant Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Assistant Treasurer (since 2021), MassMutual Ventures UK LLC; Assistant Treasurer (since 2021), MassMutual Ventures US I LLC; Assistant Treasurer (since 2021), MassMutual Ventures US II LLC; Assistant Treasurer (since 2021), MassMutual Ventures US III LLC; Assistant Treasurer (since 2021), MM Asset Management Holding LLC; Assistant Treasurer (since 2021), MM Catalyst Fund LLC; Assistant Treasurer (since 2021), MM Cooper Hill Road; Assistant Treasurer (since 2021), MM Global Capabilities I LLC; Assistant Treasurer (since 2021), MM Global Capabilities II LLC; Assistant Treasurer (since 2021), MM Global Capabilities III LLC; Assistant Treasurer (since 2021), MM Global Capabilities (Netherlands) BV; Assistant Treasurer (since 2021), MM Private Equity Intercontinental LLC; Assistant Treasurer (since 2021), MM Rothesay Holdco US LLC; Assistant Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Assistant Treasurer (since 2021), Open Alternatives LLC; Assistant Treasurer (since 2021), Pioneers Gate LLC; Assistant Treasurer (since 2021), Sleeper Street LLC; Assistant Treasurer (since 2021), Trad Investments I LLC.

Chief Risk Officer, Enterprise Risk Management (since 2017), MassMutual; Director (since 2017), Barings LLC; Director (since 2017), Haven Life Insurance Agency, LLC; Director (since 2017), LifeScore Labs, LLC; Director (since 2018), MassMutual International LLC; Director (since 2017), MM Asset Management Holding LLC; Director (since 2017), MML Investors Services, LLC; Director (since 2018), MassMutual MCAM Insurance Company, Inc.; Director (since 2017), MML Strategic Distributors, LLC; Director (since 2022), Blueprint Income, LLC; Director (since 2021), Annuity Investors Life Insurance Company; Director (since 2021), Manhattan National Life Insurance Company; Director (since 2021), MM Ascend Life Insurance Company.

Head of MassMutual U.S. (since 2016), Member of MassMutual’s Executive Leadership Team (since 2008), MassMutual; Trustee (since 2021), MassMutual Select Funds (open-end investment company); Trustee (since 2021), MassMutual Premier Funds (open-end investment company); Trustee (since 2021), MassMutual Advantage Funds (open-end investment company); Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company); GBH Board of Advisors (since 2018); MassChallenge Board of Directors (since 2020); FinTech Sandbox Board (since 2020); Member (since 2014), MassMutual Ventures LLC; Director (since 2009), C.M. Life Insurance Company; Director (since 2009), Member of Audit Committee (since 2009), MML Bay State Life Insurance Company; Member Representative (since 2009), MML Distributors, LLC; Director (since 2007), Member of Executive Committee (since 2008), Member of Audit Committee (since 2008), MML Investors Services, LLC.

Head of Debt Financing and Liquidity (since 2021), MassMutual; Assistant Treasurer (since 2021), C.M. Life Insurance Company; Assistant Treasurer (since 2021), MML Bay State Life Insurance Company; Assistant Treasurer (since 2021), Athens Fund Management LLC; Assistant Treasurer (since 2021), Berkshire Way LLC; Assistant Treasurer (since 2021), Blueprint Income LLC; Assistant Treasurer (since 2021), EM Opportunities LLC; Assistant Treasurer (since 2021), Fern Street LLC; Assistant Treasurer (since 2021), Glidepath Holdings Inc.; Assistant Treasurer (since 2021), HITPS LLC; Assistant Treasurer (since 2021), Insurance Road LLC; Assistant Treasurer (since 2021), ITPS Holding LLC; Assistant Treasurer (since 2021), MassMutual Capital Partners LLC; Assistant Treasurer (since 2021), MassMutual External Benefits Group LLC; Assistant Treasurer (since 2021), MassMutual Global Business Services India LLP; Assistant Treasurer (since 2021), MassMutual Global Business Services Romania S.R. L.; Assistant Treasurer (since 2021), MassMutual Holding LLC; Assistant Treasurer (since 2021), MassMutual Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual Intellectual Property LLC; Assistant Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual International LLC; Assistant Treasurer (since 2021), MassMutual Mortgage Lending LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds Subsidiary LLC; Assistant Treasurer (since 2021), MassMutual Ventures Holding LLC; Assistant Treasurer (since 2021), MassMutual Ventures Management LLC; Assistant Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Assistant Treasurer (since 2021), MassMutual Ventures UK LLC; Assistant Treasurer (since 2021), MassMutual Ventures US I LLC; Assistant Treasurer (since 2021), MassMutual Ventures US II LLC; Assistant Treasurer (since 2021), MassMutual Ventures US III LLC; Assistant Treasurer (since 2021), MM Asset Management Holding LLC; Assistant Treasurer (since 2021), MM Catalyst Fund LLC; Assistant Treasurer (since 2021), MM Cooper Hill Road; Assistant Treasurer (since 2021), MM Global Capabilities I LLC; Assistant Treasurer (since 2021), MM Global Capabilities II LLC; Assistant Treasurer (since 2021), MM Global Capabilities III LLC; Assistant Treasurer (since 2021), MM Global Capabilities (Netherlands) BV; Assistant Treasurer (since 2021), MM Private Equity Intercontinental LLC; Assistant Treasurer (since 2021), MM Rothesay Holdco US LLC; Assistant Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Assistant Treasurer (since 2021), Open Alternatives LLC; Assistant Treasurer (since 2021), Pioneers Gate LLC; Assistant Treasurer (since 2021), Sleeper Street LLC; Assistant Treasurer (since 2021), Trad Investments I LLC.

Assistant Secretary (2013-2015), MML Advisers; Lead Counsel, Investment Adviser & Mutual Funds (since 2018), MassMutual; Vice President, Secretary, and Chief Legal Officer (since 2008), MassMutual Select Funds (open-end investment company); Vice President, Secretary (formerly known as “Clerk”), and Chief Legal Officer (since 2008), MassMutual Premier Funds (open-end investment company); Vice President, Secretary, and Chief Legal Officer (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President, Secretary, and Chief Legal Officer (since 2008), MML Series Investment Fund (open-end investment company); Vice President, Secretary (formerly known as “Clerk”), and Chief Legal Officer (since 2008), MML Series Investment Fund II (open-end investment company); Vice President, Secretary, and Chief Legal Officer (2021-2022), MassMutual Access^SM Pine Point Fund (closed-end investment company).

Head of MassMutual U.S. Product (since 2019), MassMutual; President (since 2021), MassMutual Select Funds (open-end investment company); President (since 2021), MassMutual Premier Funds (open-end investment company); President (since 2021), MassMutual Advantage Funds (open-end investment company); President (since 2021), MML Series Investment Fund (open-end investment company); President (since 2021), MML Series Investment Fund II (open-end investment company); CEO & President (since 2020) MML Distributors, LLC.

Lead Counsel, Investment Adviser & Mutual Funds (since 2018), MassMutual; Vice President and Assistant Secretary (since 2017), MassMutual Select Funds (open-end investment company); Vice President and Assistant Secretary (since 2017), MassMutual Premier Funds (open-end investment company); Vice President and Assistant Secretary (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President and Assistant Secretary (since 2017), MML Series Investment Fund (open-end investment company); Vice President and Assistant Secretary (since 2017), MML Series Investment Fund II (open-end investment company); Vice President and Assistant Secretary (2021-2022), MassMutual Access^SM Pine Point Fund (closed-end investment company).

Corporate Controller (since 2017), MassMutual; Director (since 2021), MML Investor Services, LLC; Director (since 2021), MML Strategic Distributors, LLC; Director (since 2020), MassMutual Asset Finance, LLC; Senior Vice President (since 2019), MM Asset Management Holding LLC; Senior Vice President and Controller (since 2018), MassMutual Holding LLC; Senior Vice President and Controller (since 2018), MassMutual Holding MSC, Inc.; Senior Vice President and Controller (since 2018), MassMutual International Holding MSC, Inc.; Vice President and Controller (since 2018), MassMutual MCAM Insurance Company, Inc.; Director (since 2018), The MassMutual Trust Company; Senior Vice President and Controller (since 2017), C.M. Life Insurance Company; Senior Vice President and Controller (since 2017), MML Bay State Life Insurance Company.

Head of Broker-Dealer Finance (since 2022), MassMutual; Chief Financial Officer and Treasurer (since 2022), MML Investors Services, LLC; Chief Financial Officer and Treasurer (since 2022), MML Distributors, LLC; Chief Financial Officer and Treasurer (since 2022), MML Strategic Distributors, LLC; Chief Financial Officer (since 2022), MML Insurance Agency, LLC; Chief Financial Officer (since 2022), Flourish Financial, LLC.; Chief Financial Officer and Comptroller (since 2022), MassMutual Trust Company; Associate Partner (2022) and Director of Finance and Administration (2020-2021), Centinel Financial Group, LLC.

Treasurer (since 2022), DPI-ACRES Capital LLC; Treasurer (since 2022), Flourish Holding Company LLC; Treasurer (since 2022), Flourish Insurance Agency LLC; Treasurer, Corporate-CFO Office (since 2021), MassMutual; Assistant Treasurer (since 2021), MML Distributors, LLC; VP and Treasurer (since 2021), C.M. Life Insurance Company; VP and Treasurer (since 2021), MML Bay State Life Insurance Company; Treasurer (since 2021), Athens Fund Management LLC; Treasurer (since 2021), Berkshire Way LLC; Treasurer (since 2021), Blueprint Income LLC; Treasurer (since 2021), EM Opportunities LLC; Treasurer (since 2021), Fern Street LLC; VP and Treasurer (since 2021), Glidepath Holdings Inc.; VP and Treasurer (since 2021), Haven Life Insurance Agency, LLC; Treasurer (since 2021), HITPS LLC; Treasurer (since 2021), Insurance Road LLC; Treasurer (since 2021), ITPS Holding LLC; Treasurer (since 2021), LifeScore Labs, LLC; VP (since 2021), MassMutual Ascend Life Insurance Company; Treasurer (since 2021), MassMutual Assignment Company; Treasurer (since 2021), MassMutual Capital Partners LLC; Treasurer (since 2021), MassMutual External Benefits Group LLC; Treasurer (since 2021), MassMutual Global Business Services India LLP; Treasurer (since 2021), MassMutual Global Business Services Romania S.R.L.; VP and Treasurer (since 2021), MassMutual Holding LLC; VP and Treasurer (since 2021), MassMutual Holding MSC, Inc.; VP and Treasurer (since 2021), MassMutual Intellectual Property LLC; VP and Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Treasurer (since 2021), MassMutual International LLC; Treasurer (since 2021), MassMutual Mortgage Lending LLC; Treasurer (since 2021), MassMutual Trad Private Equity LLC; Treasurer (since 2021), MassMutual Ventures Holding LLC; Treasurer (since 2021), MassMutual Ventures Management LLC; Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Treasurer (since 2022), MassMutual Ventures Southeast Asia III LLC; Treasurer (since 2021), MassMutual Ventures UK LLC; Treasurer (since 2021), MassMutual Ventures US I LLC; Treasurer (since 2021), MassMutual Ventures US II LLC; Treasurer (since 2021), MassMutual Ventures US III LLC; Treasurer (since 2021), MassMutual Ventures US IV LLC; Treasurer (since 2021), MM Asset Management Holding LLC; Treasurer (since 2021), MM Catalyst Fund LLC; Treasurer (since 2021), MM Copper Hill Road; Treasurer (since 2021), MM Direct Private Investments Holding LLC; Treasurer (since 2021), MM Direct Private Investments UK Limited; Treasurer (since 2021), MM Global Capabilities I LLC; Treasurer (since 2021), MM Global Capabilities II LLC; Treasurer (since 2021), MM Global Capabilities III LLC; Treasurer (since 2021), MM Global Capabilities (Netherlands) B.V.; VP and Treasurer (since 2021), MM Private Equity Intercontinental LLC; VP and Treasurer (since 2021), MM Rothesay Holdco US LLC; Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Treasurer (since 2022), MMV Digital I LLC; VP and Treasurer (since 2021), Pioneers Gate LLC; VP and Treasurer (since 2021), Sleeper Street LLC; Treasurer (since 2021), Trad Investments I LLC.

DOUGLAS STEELE, Vice President (since 2017) and Head of Product Management (since 2021)

Head of Manager Research (2021), Head of Investment Management (2017-2021), Head of Investment Due Diligence (2016-2017), MML Advisers; Head of Product Management (since 2021), Head of Manager Research (2021), Head of Investment Management (2017-2021), MassMutual; Vice President (since 2016), MassMutual Select Funds (open-end investment company); Vice President (since 2016), MassMutual Premier Funds (open-end investment company); Vice President (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President (since 2016), MML Series Investment Fund (open-end investment company); Vice President (since 2016), MML Series Investment Fund II (open-end investment company).

Head of Mutual Funds & RIA Compliance (since 2018), MassMutual; Vice President and Chief Compliance Officer (since 2007), MassMutual Select Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MassMutual Premier Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2021), MassMutual Advantage Funds (open-end investment company);Vice President and Chief Compliance Officer (since 2007), MML Series Investment Fund (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MML Series Investment Fund II (open-end investment company); Vice President and Chief Compliance Officer (2021-2022), MassMutual Access^SM Pine Point Fund (closed-end investment company).

AllianceBernstein is located at 501 Commerce Street, Nashville, Tennessee 37203.

Information as to the directors and executive officers of AllianceBernstein set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56720), and amended through the date hereof, is incorporated by reference.

In addition to serving as a subadviser for the Registrant, ACIM provides portfolio management services for other investment companies as well as for other business and institutional clients. Business backgrounds of the directors and principal executive officers of the subadviser during the past two fiscal years are as follows:

Miguel Cota (Vice President of ACIM) Served as Senior Credit Trader, BlackRock Investments, 400 Howard Street, San Francisco, CA 94105. 2017 to 2020

Peter Van Gelderen (Vice President of ACIM) Served as Co-Head of Structured Credit Group, Guggenheim Partners, 100 Wilshire Boulevard, Santa Monica, CA 90401. 2013-2021

John Pak (General Counsel and Senior Vice President of ACIM) Served as Chief Legal Officer of Investment and Wealth Management, The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10007. 2014-2021

Lynn Chen (Vice President) Served as Head of the Total Return Bond team, Aberdeen Standard Investments, 712 5^th Avenue, New York, New York 10019. 2013-2021

Sarah Bratton Hughes (Senior Vice President) Served as Global Head of Sustainability Solutions and Head of Sustainability, North America, Schroders Investment Management North America Inc., 7 Bryant Park, New York, New York 10018. 2011-2022

Arun Daniel (Vice President) Served as Senior Portfolio Manager/Senior Research Analyst, Global Equities, J O Hambro Capital Management Group, 53 State Street, 13^th Floor, Boston Massachusetts 02109. 2014-2020

The principal address for American Century Investment Management, Inc. is 4500 Main Street, Kansas City, Missouri 64111.

Mr. Martin joined Barrow Hanley in 1999. During his tenure at Barrow Hanley, he has been instrumental in the creation, development, and implementation of our Non-U.S. Value, Global Value, and Emerging Markets Equity strategies. In 2017, Mr. Martin was named Barrow Hanley’s Executive Director and in 2019 he was named Chief Executive Officer and is responsible for the day-to-day management of the firm. Prior to joining Barrow Hanley, Mr. Martin served as a vice president at Templeton Investment Counsel, Inc. in Fort Lauderdale, Florida. His 32-year career in the investment management industry includes serving as an institutional investment consultant at LCG Associates, Inc. Mr. Martin is a member of the CFA Society in Dallas-Fort Worth. He graduated from Baylor University.

Ms. Barron joined our firm in 2000. She began serving as Barrow Hanley’s Compliance Officer in 2001 and was appointed Chief Compliance Officer (CCO) in 2004. In 2010, Ms. Barron was also appointed Chief Risk Officer. Ms. Barron was named Chief Operating Officer (COO) in 2021. She is responsible for overseeing the firm’s business operations. Her 36-year career in the investment industry includes serving at Citigroup and Morgan Stanley. Ms. Barron graduated from Western Governors University with a BS in Business Management. She holds the Investment Adviser Certified Compliance Professional^® (IACCP^®) certification, as well as the Risk Management Specialist certification, and has also earned the CFA Institute Investment Foundations™ Certificate.

Mr. Giambrone joined Barrow Hanley in 1999. Prior to joining Barrow Hanley, Mr. Giambrone served as a portfolio consultant at HOLT Value Associates. During his 30-year career, he has also served as a senior auditor/tax specialist for KPMG Peat Marwick and Ernst & Young Kenneth Leventhal. Mr. Giambrone graduated summa cum laude from Indiana University with a BS in Business and received an MBA from the University of Chicago.

Chris was appointed Chief Financial Officer in October 2018. He joined Perpetual in 2006 and prior to his current role was Group Executive of Corporate Trust from 2008-2018. Chris was at JPMorgan from 1996-2006 where he spent 9 years in London as Vice President of the Institutional Trust Services business and a year as head of that business for the Australasia region.

Chris was previously Chairman of the Australian Securitisation Forum and a member of the Advice Board of the Financial Services Council. He is currently completing a BA in Philosophy at the University of London.

David was appointed Group Executive, Perpetual Asset Management International in November 2020 and first joined Perpetual in April 2017 as Group Executive, Perpetual Investments. He is responsible for Perpetual’s international asset management business which includes Trillium Asset Management and Barrow Hanley Global Investors. In addition, he is responsible for sourcing and executing asset management transactions.

David has more than 30 years’ experience in asset management, wealth management and investment banking. Before Perpetual, David was CEO of Count Financial and held COO positions at both Neuberger Berman and Liberty View Capital. He has also held roles at Aetos Capital, JP Morgan and Goldman Sachs.

David attended The Wharton School at the University of Pennsylvania completing a Bachelor of Economics degree (with Honours) in 1989. David is also a graduate of the Australian Institute of Company Directors.

Sam joined Perpetual as Chief Risk Officer in February 2019 and is responsible for the Legal, Risk, Compliance and Governance functions for the Perpetual Group. Sam is an accomplished risk professional with more than 25 years’ experience within the financial services sector including director roles at multiple Investment Management and Trustee companies. Prior to Perpetual, Sam was Acting Global Head of Enterprise Risk and Head of Risk and Compliance, Pan Asia at Janus Henderson Investors where she spent more than five years. Sam also held senior risk and operational roles at Macquarie Group across 17 years, including Head of Compliance and Risk for Macquarie Funds Group, after starting her career as a Chartered Accountant at KPMG. Sam holds a Bachelor of Commerce from the University of NSW, a Graduate Diploma in Applied Finance from the Financial Services Institute of Australia and is a graduate of the Australian Institute of Company Directors.

Chuck joined the Australian based financial firm, Perpetual Limited, in the first quarter of 2020 as Head of Distribution & Strategy for the Americas and co-director of the Perpetual US Holding Company. He brings decades of extensive experience building institutional and intermediary teams and aligning product strategies to help advisors, consultants and intermediaries in meeting their clients’ needs. Before joining Perpetual, Chuck was a founding member of the Henderson Global Investors, North American team and led Distribution & Product Development for Henderson from 2010 until the merger of Janus Henderson in June of 2017. Previously, he has served as Regional Vice President for Van Kampen Investments, Trustee & Vice President of the Henderson Global Funds board, and Head of Distribution for Snow Capital Management. Chuck received his Bachelor of Arts in Music Composition in 1992 from Moody Music College and has leveraged the compositional creativity skills he learned to apply to the Investment Management field.

The sole business activity of Boston Partners, One Beacon Street, 30^th Floor, Boston Massachusetts 02108, is to serve as an investment adviser. Boston Partners provides investment advisory services to the Boston Partners Funds and the WPG Partners Funds.

Boston Partners is registered under the Investment Advisers Act of 1940 and serves as an investment adviser to domestic and foreign institutional investors, investment companies, commingled trust funds, private investment partnerships and collective investment vehicles. Information regarding the directors and officers of Boston Partners is as follows:

Information about the directors, principal executive officers and control persons of Brandywine Global is set forth below. Unless otherwise noted, the address of each of them is 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103. Legg Mason owns 100% of Brandywine Global.

HALP is a registered investment adviser under the Advisers Act. The directors (other than Giunta, Ryan and Ward) and executive officers of HALP have had as their sole business, profession, vocation or employment during the past two years only their duties as executive officers/employees of HALP. Harris Associates Inc. (“HAI”) is the general partner of HALP and Harris Associates Securities L.P. (“HASLP”), a limited-purpose broker-dealer. HALP is affiliated with and a limited partner of HASLP. The business address of Harris Associates is 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606.

Name, Address and Position(s) and Age at January 1, 2023 and Principal Occupation(s) during the Past Five Years.

DAVID G. HERRO. 62. Director, HAI, since 2003; Deputy Chairman since 2015 and Chief Investment Officer, International Equity, HAI and HALP, since 2003; Portfolio Manager, HALP, since 1992.

ANTHONY P. CONIARIS. 46. Director, HAI since 2015; Chairman, HAI and HALP since 2022; Co-Chairman, HAI and HALP 2016-2022; Portfolio Manager since 2013. Analyst, HALP, 2005-2019.

ZACHARY D. WEBER. 48. Chief Financial Officer and Treasurer, HAI, HALP and HASLP, since 2016.

ROBERT F. BIERIG. 44. Vice President, HAI and HALP, since 2021; Analyst and Portfolio Manager, HALP, since 2012.

JUSTIN D. HANCE. 38. Vice President and Director of International Research, HAI and HALP, since 2016; Portfolio Manager since 2016 and Analyst, HALP, since 2010.

M. COLIN HUDSON. 53, Vice President, HAI and HALP, since 2016. Portfolio Manager since 2013 and Analyst, HALP, since 2005.

ERIC LIU. 43. Vice President, HAI and HALP since 2019; Portfolio Manager since 2013 and Analyst, HALP, since 2009.

CHRISTOPHER W. KELLER. 57. President, HAI, HALP and HASLP, since 2021; Chief Operating Officer, HAI, HALP and HASLP, 2015-2020.

MICHAEL L. MANELLI. 43. Vice President, HAI and HALP, since 2014; Portfolio Manager since 2011 and Analyst, HALP, since 2005.

CLYDE S. MCGREGOR. 70. Vice President, HAI and HALP; Portfolio Manager HALP since 1981.

WILLIAM C. NYGREN. 64. Vice President and Chief Investment Officer,, HAI and HALP since 2017; Portfolio Manager since 1996 and Analyst HALP, since 1983.

RANA J. WRIGHT. 44. Director, HAI, since 2021; Chief Administrative Officer, HAI, HALP and HASLP, since 2021; General Counsel and Secretary, HAI, HALP and HASLP, since 2018; Vice President, HAI, HALP and HASLP, 2018-2020; Managing Director and Associate General Counsel, Bank of America Corporation, 2014-2018.

DAVID L. GIUNTA. 57. Director, HAI since 2017; President and CEO, Natixis Investment Managers, LLC since 2017. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.

TIMOTHY RYAN. 53. Director, HAI since 2021; CEO, Natixis Investment Managers, LLC since 2021; Group Chief Investment Officer for insurance assets and Global CEO of Asset & Wealth Management of Generali, 2017-2021. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.

ERIC N. WARD. 52. Director, HAI since 2022; Executive Vice President and Global General Counsel, Natixis Investment Managers, LLC since 2022. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.

The following table provides information with respect to the principal executive officers and the directors of Invesco Advisers. The business address of the principal executive officers and each director is Two Peachtree Pointe, 1555 Peachtree Street, N.E., Suite 1800, Atlanta, Georgia 30309.

The following table provides information with respect to the principal executive officer and the directors of JP Morgan. The business address of the principal executive officer and each director is 383 Madison Avenue, New York, NY 10179.

The following table provides information with respect to the principal executive officer and the directors of Jackson Square. The business address of the principal executive officer and each director is One Letterman Drive, Building A, Suite A3-200, San Francisco, California 94129.

Loomis Sayles acts as subadviser to the MassMutual Blue Chip Growth Fund. The address of Loomis Sayles is One Financial Center, Boston, Massachusetts 02111. Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the last two fiscal years, September 30, 2021 and 2022.

The following are the names and principal occupations of the principal executive officers and directors of MetWest. The address of the principal executive officers and directors is 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017.

Unless otherwise noted, the principal business address of each of the companies listed below is 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017.

NTI, an indirect subsidiary of Northern Trust Corporation, serves as investment subadviser of the MM S&P 500^®Index Fund. NTI is located at 50 South LaSalle Street, Chicago, Illinois 60603. NTI is an Illinois State Banking Corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended. NTI primarily manages assets for institutional and individual separately managed accounts, investment companies, and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. Set forth below is a list of officers and directors of NTI, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years.

The principal business address of PanAgora is One International Place, 24^th Floor, Boston, Massachusetts 02110. PanAgora is a registered investment adviser under the Investment Advisers Act of 1940, as amended. During the last two fiscal years, no director, officer or partner of PanAgora has engaged in any other business, profession, vocation, or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner, or trustee.

The principal address of Sands Capital is 1000 Wilson Boulevard, Suite 3000, Arlington, VA 22209. Sands Capital is an investment adviser registered under the Investment Advisers Act of 1940. The directors, officers and/or partners of Sands Capital have been engaged in the below capacities with other companies within the last two fiscal years:

John Reifsnider is TSW’s Chief Executive Officer. He is responsible for all channels of distribution and client service.

Prior to joining TSW, he was the Managing Director at Atlantic Capital Management, LLC and was responsible for business development and client service. John earned his BBA from the University of Toledo and is currently registered with FINRA and holds a Series 7.

Brett Hawkins is TSW’s Chief Investment Officer. He is the Portfolio Manager for the TSW Mid Cap Value strategy and Co-Portfolio Manager for the TSW SMID Cap Value strategy. He is also a member of the Small Cap team.

Prior to joining TSW in 2001, he was an Assistant Vice President of Equity Research with First Union Securities having previously worked at Arthur Andersen LLP as an Audit and Business Advisory Senior Associate. Brett is a graduate of the University of Richmond and received his MBA from the University of Virginia, Darden School. In addition, he holds the Chartered Financial Analyst^® designation.

Winborne Boyles is the Chief Compliance Officer and is responsible for overseeing the firm’s compliance program.

Winborne began his career in the investment industry in 2010. Prior to joining TSW in 2018, he was a Senior Compliance Manager at Touchstone Investments. Previously, Winborne served in the Compliance Department at Fort Washington Investment Advisors, Inc. and as an attorney in private practice.

Winborne earned his undergraduate and law degrees from the University of North Carolina at Chapel Hill, and his MBA from the McDonough School of Business at Georgetown University. Winborne is currently registered with FINRA and holds a Series 7 and 24.

Mr. VanCaster graduated from James Madison University, BBA, Bs. Most recently he was employed at Owens & Minor, Inc. as Director of Accounting and Director of Internal Audit. Previously, he worked at Bowlmor AMF as Assistant Controller and KPMG LLP as an auditor.

Pieter Van Saun is the Director of Operations and oversees the daily activities of the Operations Department. His roles before becoming Director of Operations include Order Implementation Manager and Manager of Research Operations. He also assists in the management of high net worth and regional institutional accounts. In addition, he provides quantitative support to overall firm client service and communication efforts.

Pieter joined TSW in 2000 after beginning his career in the investment industry in 1999 as a Registered Representative with H&R Block. He is a graduate of the University of Richmond, earned his MBA from Virginia Commonwealth University, and holds the Chartered Financial Analyst^® and the Certificate in Investment Performance Measurement™ designations.

Shelton Horsley is a Senior Client Portfolio Manager and is responsible for the firm’s institutional client service functions and client relationship management. He is also the chairman of the Investment Policy Committee.

Shelton began his career in the investment industry in 1986. Prior to joining TSW in 1994, he worked as a Consultant for Bolton, Offutt Donovan, Inc. and for Aetna Life & Casualty as an Employee Benefits Representative. At TSW, he has been a research analyst and portfolio manager. Shelton is on the board of the Anna Julia Cooper Episcopal School and Church Schools in the Diocese of Virginia. He is a former President of the Board of Governors at William Byrd Community House and is a former member of the Board of Governors at St. Christopher’s School. He attended the University of Virginia where he earned his BA and MBA, and he holds the Chartered Financial Analyst® designation.

Bryan Durand is Co-Portfolio Manager for the TSW Large Cap Value strategy, and a dedicated Research Analyst for the TSW Mid Cap Value strategy.

Bryan began his career in the investment industry in 2005. Prior to rejoining TSW in 2017, he was a Partner at Private Advisors, LLC focused on sourcing, underwriting and monitoring long/short equity investments. Bryan previously worked for MFC Global Investment Management as a Senior Research Analyst. He began his career with TSW as an Equity Research Analyst. Bryan earned his undergraduate degree from the College of the Holy Cross and his MBA from The Fuqua School of Business at Duke University. He holds the Chartered Financial Analyst® designation.

T. Rowe Price Group, Inc. (T. Rowe Price Group), is a Maryland corporation formed in 2000 as a holding company for the T. Rowe Price affiliated companies. T. Rowe Price Group is an independent asset management firm that is committed to serving the needs of investors worldwide. T. Rowe Price Group owns 100% of the stock of T. Rowe Price Associates, Inc. and is the direct or indirect owner of multiple subsidiaries.

T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, was incorporated in Maryland in 1947. Price Associates serves as investment adviser to individual and institutional investors, including managing private counsel client accounts, serving as adviser and subadviser to U.S. and foreign registered investment companies, and providing investment advice to T. Rowe Price Trust Company as trustee of several Maryland-registered domestic common trust funds. Price Associates is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price International Ltd (Price International), a wholly owned subsidiary of Price Associates, was originally organized in 2000 as a United Kingdom limited company. Price International sponsors and serves as adviser and distributor to foreign collective investment schemes and is responsible for marketing and client servicing for Europe and the Middle East (EMEA) (ex-European Union (EU) and European Economic Area (EEA)) clients. Price International provides investment management services to registered investment companies and other institutional investors. Price International may delegate investment management responsibilities to Price Associates, T. Rowe Price Hong Kong Limited, T. Rowe Price Singapore Private Ltd., T. Rowe Price Japan, Inc., and/or T. Rowe Price Australia Limited (each, including Price International, shall hereinafter referred to as a “Price Investment Adviser”), and a Price Investment Adviser may delegate investment management responsibilities to Price International. Price International is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and is also authorized and regulated by the United Kingdom Financial Conduct Authority and licensed by other global regulators.

T. Rowe Price Hong Kong Limited (Price Hong Kong), a wholly owned subsidiary of Price International, was organized as a Hong Kong limited company in 2010. Price Hong Kong is responsible for marketing and client servicing of clients based in Hong Kong and certain Asian countries. Price Hong Kong serves as adviser to T. Rowe Price Trust Company, as trustee, of several Maryland- registered domestic common trust funds, and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Hong Kong also serves as a sub-distributor of collective investment schemes domiciled in Luxembourg. Price Hong Kong may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Hong Kong. Price Hong Kong is licensed with the Securities and Futures Commission and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price Singapore Private Ltd. (Price Singapore), a wholly owned subsidiary of Price International, was organized as a Singapore limited private company in 2010. Price Singapore is responsible for marketing and client servicing of clients based in Singapore and certain other Asian countries. Price Singapore serves as adviser to T. Rowe Price Trust Company, as trustee, of several Maryland-registered domestic common trust funds, and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Singapore also serves as a sub-distributor of collective investment schemes domiciled in Luxembourg. Price Singapore may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Singapore. Price Singapore holds a Capital Markets Service License in Fund Management with the Monetary Authority of Singapore and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price Japan, Inc. (Price Japan), a wholly owned subsidiary of Price International, was organized as a Japanese private company in 2017. Price Japan is responsible for marketing and client servicing of clients based in Japan. Price Japan serves as adviser to T. Rowe Price Trust Company, as trustee, of several Maryland-registered domestic common trust funds and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Japan may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Japan. Price Japan is registered with the Japan Financial Services Agency as a Financial Instruments Business Operator with permission to conduct investment management and advisory businesses, and with the SEC as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price Investment Management, Inc. (Price Investment Management), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 2020. Price Investment Management provides investment management services to registered investment companies and other institutional investors. A Price Investment Adviser may delegate investment management responsibilities to Price Investment Management. Price Investment Management is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940.

Listed below are the directors and executive officers of T. Rowe Price Group who have other substantial businesses, professions, vocations, or employment aside from their association with Price Associates. The business address for each is 100 East Pratt Street, Baltimore, MD 21202

Glenn R. August, Director of T. Rowe Price Group. Mr. August has been an employee, a vice president, and a director of Price Group since 2021. He is the founder and chief executive officer of Oak Hill Advisors, L.P. (OHA), an alternative investment firm specializing in performing and distressed credit investments, which was acquired by, and operates as a standalone business within, T. Rowe Price Group. Mr. August is a member of the Management Committee. Prior to founding OHA in 1990 and cofounding its predecessor investment firm in 1987, Mr. August worked at Morgan Stanley in New York and London. Mr. August earned a B.S. in industrial and labor relations from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. August is a member of the board of directors of Lucid Group, Inc., where he serves on the audit and nominating/governance committees, as well as a member of the board of directors for MultiPlan, Inc., where he serves on the nominating/corporate governance committee. He is a member of the board of trustees of Horace Mann School, where he cochairs the investment committee; he is a member of the board of trustees of The Mount Sinai Medical Center; and he is a member of the board of directors of Partnership for New York City and the 92nd Street Y, where he serves on the executive, finance, and nominating/governance committees. Mr. August previously served on the board of directors for Cooper Standard Automotive Board and a number of corporate boards.

Mark S. Bartlett, Director of T. Rowe Price Group. Mr. Bartlett has been an independent director of Price Group since 2013 and serves as chair of the Audit Committee and as a member of the Executive Compensation and Management Development Committee. He was a partner at Ernst & Young, serving as managing partner of the firm’s Baltimore office and senior client service partner for the mid-Atlantic region. Mr. Bartlett began his career at Ernst & Young in 1972 until 2012 and has extensive experience in financial services, as well as other industries. Mr. Bartlett earned a B.S. in accounting from West Virginia University and attended the Executive Program at the Kellogg School of Business at Northwestern University. He also earned the designation of certified public accountant. Mr. Bartlett is a member of the board of directors, chair of the audit committee, and a member of the compensation committee of WillScot Mobile Mini Holdings Corp. He is also a member of the board of directors and its audit committee of FTI Consulting, Inc., and a member of the board of directors, lead director, and a member of the audit committee of Zurn Water Solutions Corporation. Mr. Bartlett offers the T. Rowe Price Group Board additional perspective on mergers and acquisitions, and significant accounting and financial reporting experience as well as expertise in the accounting-related rules and regulations of the SEC from his experience as a partner of a multinational audit firm. He has extensive finance knowledge, with a broad range of experience in financing alternatives, including the sale of securities, debt offerings, and syndications.

Mary K. Bush, Director of T. Rowe Price Group. Ms. Bush has been an independent director of Price Group since 2012 and serves as a member of the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. She has been chair of Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets and strategic business matters, since 1991. Ms. Bush managed global banking and corporate finance relationships from 1971 to 1991 at New York money center banks, including Citibank, Banker’s Trust, and Chase. Ms. Bush earned a B.A. in economics and political science from Fisk University and an M.B.A. from the University of Chicago. Ms. Bush is a member of the board of directors, risk oversight committee, and the chair of the nominating and corporate governance committee of Discover Financial Services, and a member of the board of directors, audit and compensation committees, and chair of the retirement plan committee of ManTech International Corporation. She is also a member of the board of directors and chair of the audit committee for Bloom Energy. Ms. Bush also was a director of the Pioneer Family of Mutual Funds from 1997 to 2012, UAL Corporation from 2006 to 2010, and Marriott International, Inc from 2008 to 2020. Ms. Bush brings to the T. Rowe Price Group Board extensive financial, international and governmental affairs experience, her knowledge of corporate governance and financial oversight gained from her membership on the boards of other public companies, knowledge of public policy matters, and her significant experience in banking and in providing strategic advisory services in the financial and international arenas.

Dina Dublon, Director of T. Rowe Price Group. Ms. Dublon has been an independent director of Price Group since 2019 and serves as a member of the Audit Committee and the Executive Compensation and Management Development Committee. She was the executive vice president and chief financial officer of JPMorgan Chase & Co. from 1998 to 2004. Ms. Dublon previously held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the financial institutions’ division, and head of asset liability management. Ms. Dublon earned a B.A. in economics and mathematics from Hebrew University of Jerusalem and an M.S. from Carnegie Mellon University. Ms. Dublon has been a member of the board of directors of PepsiCo, Inc., since 2005, where she serves as a member of the sustainability, diversity, and public policy and compensation committees. She previously served as chair of audit committee. She serves as a member of the board of directors of Motive Capital Corp. and Motive Capital Corp. II, where she serves as chair of the audit committee and as a member of the compensation and nominations and governance committees. She also serves as a member of the independent audit quality committee of Ernst & Young USA, since 2020, and on the board of advisors of Columbia University’s Mailman School of Public Health since 2018. From 2002 to 2017, Ms. Dublon served as a director of Accenture PLC; from 2013 to 2018 as a director of Deutsche Bank AG; from 2005 to 2014, as a director of Microsoft Corporation; and from 1999 to 2002, as a director of Hartford Financial Services Group, Inc. She previously served on the faculty of Harvard Business School and on the boards of several non-profit organizations, including the Women’s Refugee Commission and Global Fund for Women. Ms. Dublon brings to the T. Rowe Price Group Board significant governance experience from serving on the boards of global companies, accounting and financial reporting experiences, as well as substantial expertise with respect to the financials sector, mergers and acquisitions, global markets, public policy, and corporate finance gained throughout her career in the financial services industry, particularly her role as executive vice president and chief financial officer of a major financial institution.

Freeman A. Hrabowski, III, Director of T. Rowe Price Group. Dr. Hrabowski has been an independent director of Price Group since 2013 and serves as a chair of the Nominating and Corporate Governance Committee and as a member of the Executive Compensation and Management Development Committee. He has been the president of the University of Maryland, Baltimore County, since 1992. His research and publications focus on science and math education, with special emphasis on minority participation and performance. Dr. Hrabowski is also a leading advocate for greater diversity in higher education. He serves as a consultant to the National Science Foundation, the National Institutes of Health, the National Academies, and universities and school systems nationally. Dr. Hrabowski earned a B.A. in mathematics from Hampton University and an M.A. in mathematics and a Ph.D. in higher education administration and statistics from the University of Illinois at Urbana-Champaign. Dr. Hrabowski is a member of the board of directors and a member of the corporate and governance committee of McCormick & Company, Inc. He also served on the board of Constellation Energy Group, Inc., until 2012. Dr. Hrabowski brings to the T. Rowe Price Group Board valuable strategic and management leadership experience from his role as president of a public university, as well as his extensive knowledge and dedication to greater education and workforce development. He also contributes corporate governance oversight from his experience serving as a director on other public company boards.

Robert F. MacLellan, Director of T. Rowe Price Group. Mr. MacLellan has been an independent director of Price Group since 2010 and serves as chair of the Executive Compensation and Management Development Committee and as a member of the Audit and Executive Committees. He is the nonexecutive chair of Northleaf Capital Partners, an independent global private markets fund manager and advisor. Mr. MacLellan served as chief investment officer of TD Bank Financial Group (TDBFG) from 2003 to 2009, where he was responsible for overseeing the management of investments for its Employee Pension Fund, The Toronto-Dominion Bank, TD Mutual Funds, and TD Capital Group. Earlier in his career, he was managing director of Lancaster Financial Holdings, a merchant banking group acquired by TDBFG in March 1995. Prior to that, Mr. MacLellan was vice president and director at McLeod Young Weir Limited (Scotia McLeod) and a member of the corporate finance department responsible for many corporate underwritings and financial advisory assignments. Mr. MacLellan earned a B.Com. from Carleton University and an M.B.A. from Harvard Business School. He also earned the designation of certified public accountant. Mr. MacLellan is a member of the board of directors and chair of the audit committee of Magna International, Inc., a public company based in Aurora, Ontario. From 2012 to 2018, he was the chair of the board of Yellow Media, Inc., a public company based in Montreal. Mr. MacLellan brings substantial experience and perspective to the T. Rowe Price Group Board with respect to the financial services industry, particularly his expertise with respect to investment-related matters, including those relating to the mutual fund industry and the institutional management of investment funds, based on his tenure as chief investment officer of a major financial institution. He also brings an international perspective to the T. Rowe Price Group Board as well as significant accounting and financial reporting experience.

Eileen P. Rominger, Director of T. Rowe Price Group. Ms. Rominger has been an independent director of Price Group since November 2021 and serves as a member on the Audit Committee and Executive Compensation and Management Development Committee. She was a senior advisor to CamberView Partners, LLC, a provider of investor-led advice for management and boards of public companies on shareholder engagement and corporate governance, from 2013 to 2018. Ms. Rominger also was the director of the Division of Investment Management at the U.S. Securities and Exchange Commission from 2011 to 2012 and the global chief investment officer for Goldman Sachs Asset Management from 2008 to 2011 and a partner from 2004 to 2011. She began her career in 1981 at Oppenheimer Capital, where she worked for 18 years as a securities analyst and then as an equity portfolio manager, serving as a managing director and a member of the executive committee. Ms. Rominger earned a B.A. in English from Fairfield University and an M.B.A. in finance from University of Pennsylvania, The Wharton School. Ms. Rominger served as a member of the board of directors of Swiss Re from 2018 to 2020 and currently serves as a director on several of its subsidiaries. She previously served on the boards of directors of Permal Asset Management, Inc., a private company, from 2012 to 2013 and Oppenheimer Capital LLC from 1981 to 1999. Ms. Rominger is also a member of the board of trustees, vice chair, and chair and member of the HR and executive committees, respectively, of Massachusetts Museum of Contemporary Art and a member of the board of trustees and chair of the finance committee of Jacob’s Pillow Dance Foundation. Ms. Rominger brings a broad range of valuable leadership and investment management experience to the T. Rowe Price Group Board. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, economic, regulatory policy, and women’s issues.

Robert W. Sharps, Director of T. Rowe Price Group. Mr. Sharps has been a director of Price Group since 2021, and is the chief executive officer and president of Price Group. He is the chair of the company’s Executive, Management, and Management Compensation and Development Committees. Rob’s investment experience began in 1996, and he has been with T. Rowe Price since 1997, beginning as an analyst specializing in financial services stocks, including banks, asset managers, and securities brokers, in the U.S. Equity Division. He was the lead portfolio manager of the Institutional Large-Cap Growth Equity Strategy for 15 years until December 2016. In 2016, he stepped down from portfolio management to assume an investment leadership position as co-head of Global Equity, at which time he joined the Management Committee. In 2017, he was named head of Investments and group chief investment officer, which he held until 2021. In February 2021, he became president of Price Group. Prior to T. Rowe Price, he completed an internship as an equity research analyst at Wellington Management. Rob also was employed by KPMG Peat Marwick as a senior management consultant, where he focused on corporate transactions, before leaving to pursue his M.B.A. in 1995. Rob earned a B.S., summa cum laude, in accounting from Towson University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School. He also has earned the Chartered Financial Analyst® designation. During his portfolio management tenure, T. Rowe Price was twice named Large-Cap Growth Equity Manager of the Year by Institutional Investor magazine. Rob currently serves on the Board of the Baltimore Curriculum Project. He previously served on the St. Paul’s School Board of Trustees and was chair of the Investment Committee from July 2015 to June 2020. He also spent six years on Towson University’s College of Business and Economics Alumni Advisory Board. Mr. Sharps brings to the T. Rowe Price Group Board insight into the critical investment component of T. Rowe Price Group’s business based on the leadership roles he has held in the Equity Division of Price Associates and his 24-year career with the Company.

Olympia J. Snowe, Director of T. Rowe Price Group. Ms. Snowe has been an independent director of Price Group since 2013 and serves as a member of the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. She is chair and chief executive officer of Olympia Snowe, LLC, a policy and communications consulting firm, and a member of the board of directors and senior fellow at the Bipartisan Policy Center. Ms. Snowe served in the U.S. Senate for the state of Maine from 1995 to 2013 and as a member of the U.S. House of Representatives from 1979 to 1995. While in the U.S. Senate, she served as chair and was the ranking member of the Senate Committee on Small Business and Entrepreneurship and served on the Senate Finance Committee. She also served as chair of the Subcommittee on Seapower for the Senate Armed Services Committee and as chair and ranking member of the Ocean and Fisheries Subcommittee. Ms. Snowe earned a B.S. in political science from the University of Maine and has received honorary degrees from many colleges and universities. Ms. Snowe is a member of the board of directors of Synchrony Financial and serves as chair of the nominating and corporate governance committee and a member of the audit committee, as well as a director on the board of Synchrony Bank and member of the audit committee. She previously served on the board of directors of Aetna Inc., a diversified health care benefits company, where she was a member of the audit committee and the medical affairs committee from 2014 to 2018. Ms. Snowe brings a broad range of valuable leadership and public policy experience to the T. Rowe Price Group Board. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, economic, tax and regulatory policy, education, retirement and aging, women’s issues, health care, foreign affairs, and national security.

Robert J. Stevens, Director of T. Rowe Price Group. Mr. Stevens has been an independent director of Price Group since 2019 and serves as a member of the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. He was the chair, president, and chief executive officer of Lockheed Martin Corporation, an American aerospace, defense, arms, security, and advanced technologies company, from 2005 to 2012 and served as executive chair in 2013. He also served as Lockheed Martin’s chief executive officer from August 2004 through 2012. Previously, Mr. Stevens held a variety of increasingly responsible executive positions with Lockheed Martin, including president and chief operating officer, chief financial officer, and head of strategic planning. Mr. Stevens earned a B.A. in psychology from Slippery Rock University of Pennsylvania, an M.S. in industrial engineering and management from the New York University Tandon School of Engineering, and an M.S. in business from Columbia University. Mr. Stevens is an emeritus director of the boards of directors of the Congressional Medal of Honor Foundation, the Marine Corps Scholarship Foundation, and the Atlantic Council and is a member of the Council on Foreign Relations. From 2002 to 2018, he was the lead independent director of Monsanto Corporation, where he also served as the chair of the nominating and corporate governance committee and a member of the audit committee. Mr. Stevens served as a director of United States Steel Corporation from 2015 to 2018, where he was on the corporate governance and public policy committee and the compensation and organization committee. Mr. Stevens brings to the T. Rowe Price Group Board significant executive management experience. He also adds additional perspective to the T. Rowe Price Group Board regarding financial matters, mergers and acquisitions, strategic leadership, and international operational experience based on his tenure as chief executive officer of a publicly traded, multinational corporation.

Richard Verma, Director of T. Rowe Price Group. Mr. Verma has been an independent director of Price Group since 2018 and serves as a member of the Audit Committee and the Executive Compensation and Management Development Committee. He is the general counsel and head of global public policy at Mastercard Incorporated, an American multinational financial services corporation. Mr. Verma previously served as the vice chair and a partner at The Asia Group, from 2017 to 2020. He served as United States Ambassador to India from 2014 to 2017. Mr. Verma was assistant secretary of state for legislative affairs from 2009 to 2011 and was senior national security advisor to the U.S. Senate majority leader from 2004 to 2007. He also was a partner and senior counselor with Steptoe & Johnson LLP, a global law firm, and is a U.S. Air Force veteran, who served as judge advocate during active duty. Mr. Verma earned a B.S. in industrial engineering from Lehigh University, an L.L.M. in international law from Georgetown University Law Center, a J.D. from American University’s Washington College of Law, and a Ph.D. from Georgetown University. Mr. Verma is a Senior Fellow at Harvard University’s Belfer Center, serves as a trustee at Lehigh University, and is on the board of the National Endowment for Democracy. Mr. Verma brings substantial experience and a global perspective to the T. Rowe Price Group Board with respect to public policy, business, foreign and legislative affairs, strategic leadership, and corporate social responsibility.

Sandra S. Wijnberg, Director of T. Rowe Price Group, Inc. Ms. Wijnberg has been an independent director of Price Group since 2016 and serves as a member of the Audit Committee and the Executive Compensation and Management Development Committee. She was an executive advisor of Aquiline Holdings LLC, a registered investment advisory firm from 2015 to early 2019, where she previously served as a partner and chief administrative officer from 2007 to 2014. Previously, Ms. Wijnberg served as the senior vice president and chief financial officer of Marsh & McLennan Companies, Inc., and was treasurer and interim chief financial officer of YUM! Brands, Inc. Prior to that she held financial positions with PepsiCo, Inc., and worked in investment banking at Morgan Stanley. In addition, from 2014 through 2015, Ms. Wijnberg was deputy head of mission for the Office of the Quartet, a development project under the auspices of the United Nations. Ms. Wijnberg earned a B.A. in English literature from the University of California, Los Angeles, and an M.B.A. from the University of Southern California’s Marshall School of Business, for which she is a member of the board of leaders. Ms. Wijnberg is a member of the board of directors, chair of the audit committee, and member of the nominating and corporate governance committee of Automatic Data Processing, Inc. She is a member of the board of directors, chair of the audit committee, and a member of the finance committee of Cognizant Technology Solutions Corp. She is a member of the board of directors, the chair of the audit committee, and member of the nominating and corporate governance committee of Hippo Holdings Inc.. From 2003 to 2016, Ms. Wijnberg served on the board of directors of Tyco International, PLC, and from 2007 to 2009, she served on the board of directors of TE Connectivity, Inc. She is also a director of Seeds of Peace and is a trustee of the John Simon Guggenheim Memorial Foundation. Ms. Wijnberg brings to the T. Rowe Price Group Board a global perspective along with substantial financials sector, corporate finance, and management experience, based on her roles at Aquiline Capital Partners, Marsh & McLellan, and YUM! Brands, Inc.

Alan D. Wilson, Director of T. Rowe Price Group. Mr. Wilson has been an independent director of Price Group since 2015 and serves as a member of the Executive Committee, the Executive Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee and is also the lead independent director of the Board. He was executive chair of McCormick & Company, Inc., a global leader in flavor, seasonings and spices, and held many executive management roles, including chair, president, and chief executive officer from 2008 to 2016. Mr. Wilson earned a B.S. in communications from the University of Tennessee. He attended school on a R.O.T.C. scholarship and, following college, served as a U.S. Army captain, with tours in the United States, United Kingdom, and Germany. Mr. Wilson is the non-executive chair and a member of the board of directors of Westrock Company and is the chair of the nominating and corporate governance committee and a member of the finance and executive committees. He also chairs the board of visitors of University of Maryland, Baltimore County, and previously served on the University of Tennessee’s board of trustees and the University of Tennessee’s Business School advisory board. Mr. Wilson brings to the T. Rowe Price Group Board significant executive management experience, having led a publicly traded, multinational company. He also adds additional perspective regarding matters relating to general management, strategic leadership, and financial matters.

The following are directors or executive officers of T. Rowe Price Group and/or the investment advisers to the Price Funds:

Certain directors and officers of T. Rowe Price Group and Price Associates are also officers and/or directors of one or more of the Price Funds and/or one or more of the affiliated entities listed herein.

See also “Management of the Funds,” in Registrant’s Statement of Additional Information.

The principal business address of Wellington Management is 280 Congress Street, Boston, Massachusetts 02210. Wellington Management Company LLP is an investment adviser registered under the Investment Advisers Act of 1940. During the last two fiscal years, no partner of Wellington Management Company LLP, the Fund’s investment subadviser, has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management.

The following persons are principal executive officers and control persons of Wellington Management:

Wellington Investment Advisors Holdings LLP, Managing Partner of Wellington Management Company LLP

Wellington Group Holdings LLP, Managing Partner of Wellington Investment Advisors Holdings LLP

Wellington Management Group LLP, Managing Partner of Wellington Group Holdings LLP

Western Asset Management Company, LLC is a wholly-owned subsidiary of Franklin Resources, Inc. (“Franklin Resources”) and is registered as an investment adviser under the Advisers Act. During the last two fiscal years, the directors and officers of Western Asset have not been engaged in any business, profession, vocation or employment of a substantial nature other than as directors or officers of Western Asset and/or Franklin Resources, other Western Asset and/or Franklin Resources subsidiaries, and/or other Western Asset and/or Franklin Resources sponsored investment companies. Western Asset is located at 385 E. Colorado Blvd., Pasadena, California 91101.

WAMCL is a wholly-owned subsidiary of Franklin Resources, Inc. (“Franklin Resources”) and is registered as an investment adviser under the Advisers Act. During the last two fiscal years, the directors and officers of WAMCL have not been engaged in any business, profession, vocation or employment of a substantial nature other than as directors or officers of WAMCL and/or Franklin Resources, other WAMCL and/or Franklin Resources subsidiaries, and/or other WAMCL and/or Franklin Resources sponsored investment companies. WAMCL is located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom.

Westfield is a registered investment advisor providing sub-advisory services to the MassMutual Fundamental Growth Fund. The address of Westfield is One Financial Center, Boston, Massachusetts 02111. The following are executive officers and directors of Westfield:

Westfield is 100% employee owned. Strategic business decisions are managed and controlled by an executive management committee composed of William A. Muggia, Richard Lee, Robert Flores, Ethan Meyers, John Montgomery, Matthew R. Renna, Jenny A. Muggia, and Kathryn A. Kearney.

2007-Present: Westfield Capital Management
2006-2007: Moors & Cabot Inc.
2005-2006: Helix/Brooks Automation
2000-2005: Eze Castle Integration
1998-2000: Manulife Financial
1995-1998: Commonwealth of Massachusetts
2017: Boston University, BA

(a) MML Distributors, LLC, whose principal office is 1295 State Street, Springfield, MA 01111-0001, serves as principal underwriter to MassMutual Premier Funds (with the exception of MassMutual High Yield Fund and MassMutual Short-Duration Bond Fund), MassMutual Select Funds, MML Series Investment Fund, and MML Series Investment Fund II.

(b) The following are the names and positions of the officers and directors of MML Distributors, LLC:

Paul LaPiana, Chief Executive Officer and President, MML Distributors, LLC. Mr. LaPiana serves as President of the Registrant.

Edward K. Duch, III, Vice President, Chief Legal Officer, and Secretary, MML Distributors, LLC.

Mario Morton, Registration Manager and Continuing Education Officer, MML Distributors, LLC.

The business address for the officers and directors of MML Distributors, LLC is 1295 State Street, Springfield, MA 01111-0001.

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

(With respect to its services as Sub-Administrator, Transfer Agent, and Custodian)

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

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

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and the Registrant has duly caused this Post-Effective Amendment No. 113 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Springfield and the Commonwealth of Massachusetts as of the 31^st day of January, 2023.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 113 to the Registration Statement has been signed by the following persons in the capacities as indicated as of the 31^st day of January, 2023.

	Page
General Information		B-3
Additional Investment Policies		B-3
Disclosure of Portfolio Holdings		B-48
Investment Restrictions of the Funds		B-49
Management of the Trust		B-51
Control Persons and Principal Holders of Securities		B-62
Investment Advisory and Other Service Agreements		B-87
The Distributor		B-99
Distribution and Service Plan		B-99
Payments to Financial Intermediaries		B-101
Custodian, Dividend Disbursing Agent, and Transfer Agent		B-102
Independent Registered Public Accounting Firm		B-102
Codes of Ethics		B-102
Portfolio Transactions and Brokerage		B-102
Description of Shares		B-107
Securities Lending		B-108
Redemption of Shares		B-110
Valuation of Portfolio Securities		B-110
Taxation		B-111
Experts		B-122
Appendix A—Description of Securities Ratings		B-123
Appendix B—Proxy Voting Policies		B-127
Appendix C—Additional Portfolio Manager Information		B-296

Name of Trustee	The Dollar Range of Equity Securities Beneficially Owned in the Trust	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Independent Trustees
Allan W. Blair	None	over $100,000
Nabil N. El-Hage	None	None
Maria D. Furman	None	None
R. Bradford Malt	None	None
C. Ann Merrifield	None	None
Cynthia R. Plouché	None	None
Jason J. Price	None	None
Susan B. Sweeney	None	None
Interested Trustees
Michael R. Fanning	None	None
Clifford M. Noreen	None	None

Name of Trustee	Aggregate Compensation from the Trust	Total Compensation from the Trust and Fund Complex Paid to Trustees
Allan W. Blair	$191,115	$285,825
Nabil N. El-Hage	$196,280 1	$337,648
Michael R. Fanning	$0	$0
Maria D. Furman	$179,064	$267,800
R. Alan Hunter, Jr. 2	$149,919	$224,700
R. Bradford Malt 3	$53,633	$79,930
C. Ann Merrifield	$186,915	$279,500
Clifford M. Noreen	$0	$0
Cynthia R. Plouché 3	$53,633	$119,930
Jason J. Price 3	$53,633	$119,930
Susan B. Sweeney	$228,647	$510,787

Class	Name and Address of Owner	Percent of Class
Class I	Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111		33.98%
	Empower Trust Company FBO Empower Benefit Plans 8515 East Orchard Road Greenwood Village, CO 80111		23.84%
	MassMutual 20/80 Allocation Fund 1 Iron Street Boston, MA 02210		6.67%
	MassMutual 40/60 Allocation Fund 1 Iron Street Boston, MA 02210		5.37%
	Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105		5.26%
Class R5	Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111		75.02%
	Empower Trust Company FBO Empower Benefit Plans 8515 East Orchard Road Greenwood Village, CO 80111		24.49%
Service Class	Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111		87.24%
	Empower Trust Company FBO Empower Benefit Plans 8515 East Orchard Road Greenwood Village, CO 80111		12.64%
Administrative Class	Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111		64.20%
	Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105		21.78%

Fund
Total Return Bond Fund			0.30% on the first $2 billion; and 0.27% on any excess over $2 billion
Strategic Bond Fund			0.45% on the first $200 million; and 0.35% on any excess over $200 million
Diversified Value Fund			0.50% on the first $400 million; and 0.475% on any excess over $400 million
Fundamental Value Fund			0.60% on the first $1.25 billion; 0.575% on the next $250 million; and 0.55% on any excess over $1.5 billion
S&P 500 Index Fund			0.10% on the first $2.5 billion; 0.08% on the next $2.5 billion; and 0.05% on any excess over $5 billion
Equity Opportunities Fund			0.69% on the first $1 billion; and 0.64% on any excess over $1 billion
Fundamental Growth Fund			0.65% on the first $300 million; and 0.60% on any excess over $300 million
Blue Chip Growth Fund			0.65% on the first $750 million; and 0.60% on any excess over $750 million
Growth Opportunities Fund			0.71% on the first $500 million; and 0.68% on any excess over $500 million
Mid Cap Value Fund			0.70% on the first $300 million; and 0.65% on any excess over $300 million
Small Cap Value Equity Fund			0.75% on the first $300 million; and 0.70% on any excess over $300 million
Small Company Value Fund			0.85% on the first $750 million; and 0.80% on any excess over $750 million
Mid Cap Growth Fund			0.72% on the first $2 billion; and 0.67% on any excess over $2 billion
Small Cap Growth Equity Fund			0.80% on the first $1 billion; and 0.78% on any excess over $1 billion
Overseas Fund			0.80% on the first $750 million; 0.775% on the next $500 million; and 0.75% on any excess over $1.25 billion
MM Select T. Rowe Price International Equity Fund			0.00%

	Fiscal Year Ended September 30, 2022
	Advisory Fees Paid			Subadvisory Fees Paid			Advisory Fees Waived			Administrative Fees Paid			Other Expenses Reimbursed
Total Return Bond Fund 1		$	2,433,628		$	1,088,619		$	(243,363)		$	399,344		$	—
Strategic Bond Fund 2			1,966,150			869,178			(252,307)			355,494			—
Diversified Value Fund			1,802,361			802,075			—			256,901			—
Fundamental Value Fund			3,333,973			1,483,298			—			388,987			—
S&P 500 Index Fund			2,966,050			250,502			—			4,159,740			—
Equity Opportunities Fund			4,925,333			2,175,135			—			532,181			—
Fundamental Growth Fund 3			271,192			180,454			(3,775)			73,579			—
Blue Chip Growth Fund			21,544,826			10,621,148			—			2,227,677			—
Growth Opportunities Fund 4			2,594,889			1,215,251			(73,133)			290,168			—
Mid Cap Value Fund 5			835,677			384,450			—			9,974			(378,927)
Small Cap Value Equity Fund			449,998			294,824			—			43,295			—
Small Company Value Fund 6			2,207,447			1,230,662			—			153,485			(240,158)
Mid Cap Growth Fund 7			48,463,244			29,674,666			(1,497,063)			2,889,026			—
Small Cap Growth Equity Fund			5,226,397			3,367,581			—			355,630			—
Overseas Fund 8			4,456,361			2,528,164			—			367,605			(641,568)
MM Select T. Rowe Price International Equity Fund9			—			—			—			—			(1,278,606)

	Fiscal Year Ended September 30, 2021
	Advisory Fees Paid			Subadvisory Fees Paid			Advisory Fees Waived			Administrative Fees Paid			Supplemental Shareholder Services Fees Paid			Other Expenses Reimbursed
Total Return Bond Fund 1		$	2,736,139		$	1,200,332		$	(236,008)		$	509,955		$	23,573		$	—
Strategic Bond Fund 2			2,763,689			1,225,656			(47,321)			585,747			56,463			—
Diversified Value Fund			1,956,501			866,306			—			259,176			19,660			—
Fundamental Value Fund			3,624,144			1,588,499			—			449,770			39,041			—
S&P 500 Index Fund			3,276,380			279,719			—			4,717,662			205,119			—
Equity Opportunities Fund			5,349,429			2,355,624			—			570,252			45,221			—
Fundamental Growth Fund			420,446			277,854			—			104,246			12,334			—
Blue Chip Growth Fund			27,410,846			13,628,378			—			2,914,100			254,096			—
Growth Opportunities Fund 3			3,750,207			1,784,532			(105,900)			426,134			42,413			—
Mid Cap Value Fund 4			844,752			433,438			—			15,897			1,667			(271,653)
Small Cap Value Equity Fund			642,117			417,682			—			52,092			3,903			—
Small Company Value Fund 5			2,152,369			1,202,906			—			161,648			11,183			(63,681)
Mid Cap Growth Fund			65,355,447			43,834,282			—			4,008,134			225,608			—
Small Cap Growth Equity Fund			5,948,196			3,812,722			—			470,077			31,523			—
Overseas Fund 6			5,600,920			3,122,376			—			431,368			25,752			(664,788)
MM Select T. Rowe Price International Equity Fund7			—			—			—			—			—			(1,204,393)

	Fiscal Year Ended September 30, 2020
	Advisory Fees Paid			Subadvisory Fees Paid			Advisory Fees Waived			Administrative Fees Paid			Supplemental Shareholder Services Fees Paid			Other Expenses Reimbursed
Total Return Bond Fund		$	2,621,615		$	1,159,096		$	—		$	551,058		$	94,506		$	—
Strategic Bond Fund			2,706,888			1,197,453			—			461,171			206,492			—
Diversified Value Fund			1,689,488			740,187			—			179,101			78,695			—
Fundamental Value Fund			3,528,287			1,545,143			—			376,008			171,384			—
S&P 500 Index Fund			3,093,046			263,188			—			4,059,604			853,150			—
Equity Opportunities Fund			4,471,902			1,972,212			—			421,440			186,645			—
Fundamental Growth Fund			652,262			348,876			—			88,815			47,137			—
Blue Chip Growth Fund			21,742,700			10,835,533			—			1,814,627			850,602			—
Growth Opportunities Fund 1			3,315,349			1,718,034			(46,268)			354,192			158,648			—
Mid Cap Value Fund 2			663,636			379,548			—			10,201			5,950			(188,551)
Small Cap Value Equity Fund			592,644			383,421			—			40,388			15,066			—
Small Company Value Fund			1,511,953			845,750			—			107,926			40,169			—
Mid Cap Growth Fund			57,290,989			38,106,499			—			3,134,514			874,229			—
Small Cap Growth Equity Fund			4,279,385			2,779,762			—			299,587			107,883			—
Overseas Fund 3			4,717,577			2,641,862			—			301,957			91,560			(351,140)
MM Select T. Rowe Price International Equity Fund4			6,948,382			3,651,280			—			—			—			(1,207,625)

	Class R4 12b-1 Fees			Class A 12b-1 Fees			Class R3 12b-1 Fees
Total Return Bond Fund		$	166,372		$	28,662		$	98,744
Strategic Bond Fund			69,103			48,142			35,040
Diversified Value Fund			28,942			65,716			5,928
Fundamental Value Fund			18,673			73,482			7,828
S&P 500 Index Fund			1,080,554			51,688			1,302,402
Equity Opportunities Fund			20,890			120,322			19,026
Fundamental Growth Fund			3,481			25,186			6,756
Blue Chip Growth Fund			245,572			287,193			218,216
Growth Opportunities Fund			4,241			64,479			10,432
Mid Cap Value Fund			706			3,790			676
Small Cap Value Equity Fund			3,549			13,935			3,578
Small Company Value Fund			1,899			32,878			1,894
Mid Cap Growth Fund			233,236			313,239			128,018
Small Cap Growth Equity Fund			36,501			62,729			21,184
Overseas Fund			49,428			47,784			30,336
		$	1,963,147		$	1,239,225		$	1,890,058

	Fiscal Year ended September 30, 2022			Fiscal Year ended September 30, 2021			Fiscal Year ended September 30, 2020
Total Return Bond Fund		$	33,155		$	1,860		$	18,097
Strategic Bond Fund		$	122,651		$	85,217		$	189,914
Diversified Value Fund		$	79,157		$	55,552		$	108,655
Fundamental Value Fund		$	146,684		$	171,582		$	388,993
S&P 500 Index Fund		$	83,998		$	176,026		$	108,922
Equity Opportunities Fund		$	61,908		$	57,991		$	88,470
Fundamental Growth Fund		$	17,101		$	78,531		$	46,206
Blue Chip Growth Fund		$	240,994		$	154,023		$	484,134
Growth Opportunities Fund		$	43,393		$	66,783		$	142,764

	Fiscal Year ended September 30, 2022							Fiscal Year ended September 30, 2021			Fiscal Year ended September 30, 2020
Affiliated Broker/Dealer	Aggregate Commissions Paid			Percentage Paid to Affiliates		Percentage of Dollar Amount of Transactions Involving Payment of Commissions to Affiliates		Aggregate Commissions Paid			Aggregate Commissions Paid
Jefferies LLC
Diversified Value Fund 1		$	753		0.95%		0.48%		$	1,029		$	940
Equity Opportunities Fund 1		$	1,437		2.32%		0.35%		$	1,259		$	1,179
Fundamental Growth Fund 1		$	64		0.37%		0.08%		$	102		$	65
Blue Chip Growth Fund 1		$	1,070		0.44%		0.40%		$	4,452		$	4,551
Mid Cap Value Fund 1		$	62		0.10%		0.02%		$	24		$	—
Mid Cap Growth Fund 1		$	15,260		1.07%		0.30%		$	29,978		$	17,755
Small Cap Growth Equity Fund 1		$	—		—%		—%		$	—		$	274
Overseas Fund 1		$	—		—%		—%		$	—		$	788

	Dollar Value of Those Transactions			Amount of Commissions
Diversified Value Fund		$	32,680,668		$	13,444
Fundamental Value Fund		$	294,336,026		$	125,783
Equity Opportunities Fund		$	331,340,951		$	6,612
Fundamental Growth Fund		$	45,850,707		$	6,008
Blue Chip Growth Fund		$	688,493,682		$	98,462
Growth Opportunities Fund 1		$	149,682,444		$	25,227
Mid Cap Value Fund		$	160,659,939		$	60,201
Small Cap Value Equity Fund		$	39,912,390		$	15,931
Small Company Value Fund		$	92,731,854		$	62,014
Mid Cap Growth Fund		$	708,991,557		$	302,085
Small Cap Growth Equity Fund		$	816,851,002		$	209,053
Overseas Fund		$	126,872,342		$	48,874

Fund	Regular Broker or Dealer	Aggregate Value of Securities Held
Total Return Bond Fund	Bank of America Corp.		$	11,275,994
	JPMorgan Chase & Co.			8,244,804
	The Goldman Sachs Group, Inc.			8,201,606
	Morgan Stanley			5,958,032
	Citigroup, Inc.			5,601,354
	Credit Suisse Group AG			4,604,042
	UBS AG			428,948
			$	44,314,780
Strategic Bond Fund	Bank of America Corp.		$	7,227,519
	JPMorgan Chase & Co.			3,390,172

FUND	Gross income earned by the Fund from securities lending activities			Fees paid to securities lending agent from a revenue split			Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split			Administrative fees not included in a revenue split			Indemnification fees not included in a revenue split			Rebate (paid to borrower)			Other fees not included in a revenue split, if applicable, including a description of those other fees			Aggregate fees/compensation paid by the Fund for securities lending activities			Net income from securities lending activities
Total Return Bond Fund		$	292,817		$	27,267		$	10,203		$	—		$	—		$	100,836		$	—		$	138,306		$	154,511
Strategic Bond Fund		$	32,703		$	1,181		$	751		$	—		$	—		$	24,077		$	—		$	26,009		$	6,694
Diversified Value Fund		$	19,030		$	974		$	622		$	—		$	—		$	11,915		$	—		$	13,511		$	5,519
Fundamental Value Fund		$	25,585		$	1,721		$	317		$	—		$	—		$	13,795		$	—		$	15,832		$	9,753
S&P 500 Index Fund		$	4,134		$	613		$	42		$	—		$	—		$	7		$	—		$	661		$	3,473
Equity Opportunities Fund		$	25,350		$	1,349		$	874		$	—		$	—		$	15,483		$	—		$	17,706		$	7,644
Fundamental Growth Fund		$	2,431		$	278		$	24		$	—		$	—		$	553		$	—		$	855		$	1,576
Blue Chip Growth Fund		$	111,684		$	12,172		$	1,101		$	—		$	—		$	29,437		$	—		$	42,710		$	68,974
Growth Opportunities Fund		$	45,317		$	5,164		$	222		$	—		$	—		$	10,666		$	—		$	16,052		$	29,265
Mid Cap Value Fund		$	4,512		$	509		$	126		$	—		$	—		$	996		$	—		$	1,630		$	2,882
Small Cap Value Equity Fund		$	1,594		$	176		$	52		$	—		$	—		$	366		$	—		$	594		$	1,000
Small Company Value Fund		$	44,469		$	4,919		$	800		$	—		$	—		$	10,875		$	—		$	16,594		$	27,875
Mid Cap Growth Fund		$	544,935		$	46,569		$	17,922		$	—		$	—		$	216,552		$	—		$	281,043		$	263,892
Small Cap Growth Equity Fund		$	173,234		$	20,212		$	2,565		$	—		$	—		$	35,924		$	—		$	58,701		$	114,533
Overseas Fund		$	116,375		$	14,145		$	1,975		$	—		$	—		$	20,099		$	—		$	36,219		$	80,156
MM Select T. Rowe Price International Equity Fund		$	438,322		$	47,870		$	5,888		$	—		$	—		$	113,302		$	—		$	167,060		$	271,262

	1. INTRODUCTION					B-133
	2. RESEARCH UNDERPINS DECISION MAKING					B-133
	3. PROXY VOTING GUIDELINES					B-134
	3.1 BOARD AND DIRECTOR PROPOSALS					B-134
	3.2 COMPENSATION PROPOSALS					B-138
	3.3 CAPITAL CHANGES AND ANTI-TAKEOVER PROPOSALS					B-141
	3.4 AUDITOR PROPOSALS					B-144
	3.5 SHAREHOLDER ACCESS AND VOTING PROPOSALS					B-145
	3.6 ENVIRONMENTAL, SOCIAL AND DISCLOSURE PROPOSALS					B-147
	4. CONFLICTS OF INTEREST					B-150
	4.1 INTRODUCTION					B-150
	4.2 ADHERENCE TO STATED PROXY VOTING POLICIES					B-150
	4.3 DISCLOSURE OF CONFLICTS					B-150
	4.4 POTENTIAL CONFLICTS LIST					B-151
	4.5 DETERMINE EXISTENCE OF CONFLICT OF INTEREST					B-151
	4.6 REVIEW OF THIRD-PARTY PROXY SERVICE VENDORS					B-151
	4.7 CONFIDENTIAL VOTING					B-152
	4.8 A NOTE REGARDING AB’S STRUCTURE					B-152
	5. VOTING TRANSPARENCY					B-152
	6. RECORDKEEPING					B-153
	6.1 PROXY VOTING AND GOVERNANCE POLICY					B-153
	6.2 PROXY STATEMENTS RECEIVED REGARDING CLIENT SECURITIES					B-153
	6.3 RECORDS OF VOTES CAST ON BEHALF OF CLIENTS					B-153
	6.4 RECORDS OF CLIENTS REQUESTS FOR PROXY VOTING INFORMATION					B-153
	6.5 DOCUMENTS PREPARED BY AB THAT ARE MATERIAL TO
	VOTING DECISIONS					B-153
	7. PROXY VOTING PROCEDURES					B-153
	7.1 VOTE ADMINISTRATION					B-153
	7.2 SHARE BLOCKING AND ABSTAINING FROM VOTING CLIENT SECURITIES					B-153
	7.3 LOANED SECURITIES					B-154

1.	Is our proposed vote on all issues explicitly addressed by, and consistent with our stated proxy voting policy? If yes, stop here and sign below as no further review is necessary.	☐ Yes ☐ No
2.	Is our proposed vote on consistent with our client’s recommended vote? Leave blank if not applicable; if yes, continue to question 3; if no, provide a memo reflecting the guidelines provided below.	☐ Yes ☐ No
3.	Is our proposed vote consistent with the views of Institutional Shareholder Services? Leave blank if not applicable.	☐ Yes ☐ No

	AB Conflicts Officer Approval (if necessary. Email approval is acceptable.):			Prepared by:
	I hereby confirm that the proxy voting decision referenced on this form is reasonable.
				Print Name:
	AB Conflicts Officer			Date:
	Date:

	Number of Accounts Managed*		Total Assets*	Number of Accounts Managed for which Advisory Fee is Performance- Based *		Total Assets*
James W. MacGregor
Registered investment companies**		21	$6,360 million		0	$0
Other pooled investment vehicles		38	$1,497 million		0	$0
Other accounts		52	$2,557 million		0	$0
Erik A. Turenchalk
Registered investment companies**		15	$5,506 million		0	$0
Other pooled investment vehicles		36	$1,352 million		0	$0
Other accounts		52	$2,557 million		0	$0

	Number of Accounts Managed 1		Total Assets 1	Number of Accounts Managed for which Advisory Fee is Performance- Based 1		Total Assets 1
Mark Giambrone 3
Registered investment companies 2		8	$4,111.3 million		0	$0
Other pooled investment vehicles		1	$166.4 million		0	$0
Other accounts		31	$4,716.3 million		0	$0
Brad Kinkelaar 4
Registered investment companies 2		2	$568.1 million		1	$72.9 million
Other pooled investment vehicles		1	$156.5 million		0	$0
Other accounts		6	$1,826.2 million		0	$0
Pranay Laharia
Registered investment companies 2		0	$0		0	$0
Other pooled investment vehicles		0	$0		0	$0
Other accounts		0	$0		0	$0
Michael B. Nayfa 5
Registered investment companies 2		2	$1,390.8 million		0	$0
Other pooled investment vehicles		0	$0		0	$0
Other accounts		4	$815.8 million		0	$0
Terry L. Pelzel 6
Registered investment companies 2		3	$1,408.1 million		0	$0
Other pooled investment vehicles		0	$0		0	$0
Other accounts		5	$1,009.5 million		0	$0
Brian F. Quinn
Registered investment companies 2		1	$189.2 million		0	$0
Other pooled investment vehicles		1	$5.1 million		0	$0
Other accounts		4	$741.9 million		0	$0
Lewis Ropp 7
Registered investment companies 2		2	$710.6 million		0	$0
Other pooled investment vehicles		1	$171.5 million		0	$0
Other accounts		35	$3,756.4 million		1	$318.5 million

Sub-Adviser			Performance time period 1
Invesco Advisers 2			One-, Three- and Five-year performance against fund peer group.

Portfolio Manager			Benchmark(s)
Filipe Benzinho			MSCI EAFE Index (net div)
Daniel Ling			MSCI EAFE Index (net div)

Fund			Benchmark and/or Peer Group
Equity Opportunities Fund			Russell 1000 Index
Fundamental Growth Fund			Russell Midcap Growth Index
Small Cap Value Equity Fund			Russell 2500 Value Index
Small Cap Growth Equity Fund (portfolio managed by Mr. Fitzpatrick)			Russell 2000 Index
Small Cap Growth Equity Fund (portfolio managed by Messrs. Ramachandran and Schneider)			Russell 2000 Growth Index

	Number of Accounts Managed *		Total Assets*	Number of Accounts Managed for which Advisory Fee is Performance- Based*		Total Assets*
Daniel Oldroyd
Registered investment companies**		30	$40,133.50 million		0	$0
Other pooled investment vehicles		40	$45,648.72 million		0	$0
Other accounts		0	$0		0	$0
Silvia Trillo
Registered investment companies**		31	$40,332.56 million		0	$0
Other pooled investment vehicles		40	$45,648.72 million		0	$0
Other accounts		0	$0		0	$0

	Annual Fee Rate (%)
Years to Target Date	Class I		Class M5		Class M4		Class M3
All Prior Years		0.614%		0.764%		0.764%		0.764%
31		0.613%		0.763%		0.763%		0.763%
30		0.613%		0.763%		0.763%		0.763%
29		0.613%		0.763%		0.763%		0.763%
28		0.613%		0.763%		0.763%		0.763%
27		0.613%		0.763%		0.763%		0.763%
26		0.613%		0.763%		0.763%		0.763%
25		0.610%		0.760%		0.760%		0.760%
24		0.608%		0.758%		0.758%		0.758%
23		0.605%		0.755%		0.755%		0.755%
22		0.603%		0.753%		0.753%		0.753%
21		0.599%		0.749%		0.749%		0.749%
20		0.595%		0.745%		0.745%		0.745%
19		0.591%		0.741%		0.741%		0.741%
18		0.586%		0.736%		0.736%		0.736%
17		0.582%		0.732%		0.732%		0.732%
16		0.578%		0.728%		0.728%		0.728%
15		0.573%		0.723%		0.723%		0.723%
14		0.567%		0.717%		0.717%		0.717%
13		0.562%		0.712%		0.712%		0.712%
12		0.556%		0.706%		0.706%		0.706%
11		0.551%		0.701%		0.701%		0.701%
10		0.544%		0.694%		0.694%		0.694%
9		0.537%		0.687%		0.687%		0.687%
8		0.531%		0.681%		0.681%		0.681%
7		0.524%		0.674%		0.674%		0.674%

				Class M4 12b-1 Fees						Class M3 12b-1 Fees
	MM Select T. Rowe Price Retirement Balanced Fund				$	25,446					$	28,350

	Class M4 12b-1 Fees			Class M3 12b-1 Fees
MM Select T. Rowe Price Retirement 2005 Fund			6,339			7,886
MM Select T. Rowe Price Retirement 2010 Fund			42,326			58,100
MM Select T. Rowe Price Retirement 2015 Fund			22,609			31,830
MM Select T. Rowe Price Retirement 2020 Fund			255,451			236,368
MM Select T. Rowe Price Retirement 2025 Fund			204,092			232,653
MM Select T. Rowe Price Retirement 2030 Fund			560,167			496,748
MM Select T. Rowe Price Retirement 2035 Fund			262,829			212,676
MM Select T. Rowe Price Retirement 2040 Fund			484,936			404,234
MM Select T. Rowe Price Retirement 2045 Fund			220,438			163,962
MM Select T. Rowe Price Retirement 2050 Fund			334,065			277,266
MM Select T. Rowe Price Retirement 2055 Fund			122,647			106,612
MM Select T. Rowe Price Retirement 2060 Fund			52,627			34,024
		$	2,593,972		$	2,290,709

				Dollar Value of Those Transactions						Amount of Commissions
	MM Equity Asset Fund				$	315,805,470					$	48,924

(1)	Intentionally omitted.
(2)	Intentionally omitted.
(3)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 35 to the Registration Statement filed via EDGAR on March 31, 2006.
(4)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 37 to the Registration Statement filed via EDGAR on August 24, 2006.
(5)	Intentionally omitted.
(6)	Intentionally omitted.
(7)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 43 to the Registration Statement filed via EDGAR on December 17, 2007.
(8)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 44 to the Registration Statement filed via EDGAR on January 25, 2008.
(9)	Intentionally omitted.
(10)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 46 to the Registration Statement filed via EDGAR on January 26, 2009.
(11)	Intentionally omitted.
(12)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 48 to the Registration Statement filed via EDGAR on September 17, 2009.
(13)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 49 to the Registration Statement filed via EDGAR on December 1, 2009.
(14)	Intentionally omitted.
(15)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 51 to the Registration Statement filed via EDGAR on April 1, 2010.
(16)	Intentionally omitted.
(17)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 53 to the Registration Statement filed via EDGAR on June 30, 2010.
(18)	Intentionally omitted.
(19)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 55 to the Registration Statement filed via EDGAR on November 15, 2010.
(20)	Intentionally omitted.
(21)	Intentionally omitted.
(22)	Intentionally omitted.
(23)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 60 to the Registration Statement filed via EDGAR on June 20, 2011.
(24)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 62 to the Registration Statement filed via EDGAR on October 7, 2011.
(25)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 63 to the Registration Statement filed via EDGAR on December 7, 2011.
(26)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 65 to the Registration Statement filed via EDGAR on February 1, 2012.
(27)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 67 to the Registration Statement filed via EDGAR on April 2, 2012.

(28)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 70 to the Registration Statement filed via EDGAR on July 25, 2012.
(29)	Intentionally omitted.
(30)	Intentionally omitted.
(31)	Intentionally omitted.
(32)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 76 to the Registration Statement filed via EDGAR on September 16, 2013.
(33)	Intentionally omitted.
(34)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 79 to the Registration Statement filed via EDGAR on April 1, 2014.
(35)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 81 to the Registration Statement filed via EDGAR on January 30, 2015.
(36)	Intentionally omitted.
(37)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 84 to the Registration Statement filed via EDGAR on September 9, 2015.
(38)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 85 to the Registration Statement filed via EDGAR on November 23, 2015.
(39)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 88 to the Registration Statement filed via EDGAR on February 1, 2016.
(40)	Incorporated by reference to Registrant’s Amendment No. 92 to the Registration Statement filed via EDGAR on September 8, 2016.
(41)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 91 to the Registration Statement filed via EDGAR on December 16, 2016.
(42)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 93 to the Registration Statement filed via EDGAR on January 31, 2017.
(43)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 96 to the Registration Statement filed via EDGAR on October 27, 2017.
(44)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 97 to the Registration Statement filed via EDGAR on December 1, 2017.
(45)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 98 to the Registration Statement filed via EDGAR on January 10, 2018.
(46)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 100 to the Registration Statement filed via EDGAR on January 31, 2018.
(47)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 102 to the Registration Statement filed via EDGAR on December 3, 2018.
(48)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 103 to the Registration Statement filed via EDGAR on January 31, 2019.
(49)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 105 to the Registration Statement filed via EDGAR on December 3, 2019.
(50)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 106 to the Registration Statement filed via EDGAR on January 31, 2020.
(51)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 108 to the Registration Statement filed via EDGAR on December 3, 2020.
(52)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 109 to the Registration Statement filed via EDGAR on January 29, 2021.
(53)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 110 to the Registration Statement filed via EDGAR on December 3, 2021.
(54)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 111 to the Registration Statement filed via EDGAR on January 31, 2022.
(55)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 112 to the Registration Statement filed via EDGAR on November 18, 2022.

Director/Officer	Position
Seth P. Bernstein	Director, President and Chief Executive Officer
Kate Burke	Chief Operating Officer and Chief Financial Officer
Mark Manley	Global Head of Compliance and General Counsel
Karl Sprules	Head of Global Technology and Operations
Joan Lamm-Tennant	Chair of the Board
Nella Domenici	Director – AllianceBernstein Corporation
Jeffrey J. Hurd	Director – AllianceBernstein Corporation
Daniel G. Kaye	Director – AllianceBernstein Corporation
Nick Lane	Director – AllianceBernstein Corporation
Kristi A. Matus	Director – AllianceBernstein Corporation
Das Narayandas	Director – AllianceBernstein Corporation
Mark Pearson	Director – AllianceBernstein Corporation
Charles G. T. Stonehill	Director – AllianceBernstein Corporation
Tony Walthall	Director – AllianceBernstein Corporation