UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material pursuant to Rule 14a-12 |
MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
PLEASE REVIEW AND VOTE PROMPTLY UPON RECEIPT
April 1, 2022
Dear Shareholder:
You are receiving this proxy statement due to your investment in one or more mutual funds comprising the MassMutual Select Funds, the MassMutual Premier Funds, or the MassMutual Advantage Funds (separately, the “Trust” and together the “Trusts”). In this proxy statement, each of those mutual funds is referred to as a “Fund” or the “Funds”; each Fund is a series of a Trust.
Included in this booklet is information about the upcoming shareholders’ meeting of the Funds (the “Meeting”) to be held on May 25, 2022:
| • | Important Information to Help You Understand and Provide Voting Instructions on the Proposals; |
| • | A Notice of Meeting of Shareholders of each of the Funds, which summarizes the issues for which you are being asked to provide voting instructions; and |
| • | A Proxy Statement for the Meeting, which provides comprehensive information on the specific issues being considered at the Meeting. |
Also enclosed are your voting instruction card(s) and a postage-paid return envelope. You can also provide instructions by telephone or by Internet. Simply call the toll-free number or visit the web site indicated on your voting instruction card(s), enter the control number found on the card(s), and follow the recorded or on-line instructions.
Each proposal has been carefully reviewed by the Funds’ Board of Trustees. The Trustees believe that these proposals are in the interests of shareholders. The Trustees recommend that you vote FOR each proposal.
We encourage you to review each of these items thoroughly. A prompt response on your part will help to ensure that your interests are represented.
Thank you for responding promptly to this important proxy vote.
Sincerely,
Paul LaPiana
President
MassMutual Select Funds
MassMutual Premier Funds
MassMutual Advantage Funds
| i |
Important Information to Help You Understand and Provide Voting Instructions on the Proposals
The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement. Please read the full text of the proxy statement. Your voting instructions are important.
What proposals am I being asked to vote on?
All shareholders will be asked to provide voting instructions on the following proposals:
| 1. | To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series. |
Depending on the Funds in which you have an interest, you may be asked to provide voting instructions on one or more of the following proposals for any Fund:
| 2. | To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified.” (To be voted upon by shareholders of the applicable Funds.) |
How do the Trustees recommend that I vote?
The Trustees recommend that shareholders vote FOR each of the proposals.
How do I provide voting instructions?
By telephone: Call the toll-free number printed on your voting instruction card(s) and following the recorded instructions.
On-line: Visit www.proxyvote.com and following the on-line instructions.
By mail: Complete and sign the enclosed voting instruction card(s) and mail it (them) in the enclosed postage-paid return envelope.
Proposal 1. To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series.
What are shareholders being asked to do?
Shareholders are being asked to elect R. Bradford Malt, Cynthia R. Plouché, and Jason J. Price, who are not currently Trustees, and to elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, C. Ann Merrifield, Clifford M. Noreen, and Susan B. Sweeney, each of whom currently serves as a Trustee.
Will a majority of the Trustees be independent of MassMutual?
Yes. Eight of the 10 members of the Board will be “independent Trustees,” one of whom will serve as the independent Chairperson of the Board. Only two will be considered “interested persons” of MML Investment Advisers, LLC (“MML Advisers”), the investment adviser to the Trusts under the Investment Company Act of 1940, as amended (the “1940 Act”), which is the federal statute that governs the management and operations of mutual funds.
Proposal 2. To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified.”
Why are you proposing this change?
MassMutual Blue Chip Growth Fund and MassMutual Disciplined Growth Fund are currently classified as “diversified” funds for purposes of Section 5(b)(1) of the 1940 Act. Both funds are managed against the Russell 1000® Growth Index, which has become increasingly concentrated in its top holdings (e.g., Apple, Microsoft, and Amazon). Due to the 1940 Act diversification requirements, the Fund must underweight these holdings relative to their weights in the Russell 1000® Growth Index even if the portfolio managers find them to be attractive investment opportunities. In practice, this means that the Funds are unable to invest in these issuers to the extent that the portfolio managers desire as a result of the need to comply with the 1940 Act diversification requirements. Non-diversified status will give each Fund’s investment team increased flexibility to invest a greater percentage of the Fund’s assets in a more limited number of issuers, similar to the
| ii |
Fund’s benchmark. Although each Fund would be exposed to non-diversification risk, as its ability to invest more of its assets in the securities of fewer issuers would increase its vulnerability to factors affecting its larger investments, MML Advisers believes these additional risks are outweighed by the potential for improved performance.
After careful consideration, each Fund’s Board of Trustees has unanimously determined that the reclassification of the Fund as non-diversified would be in the best interest of the Fund and its shareholders.
| iii |
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held on May 25, 2022
MASSMUTUAL SELECT FUNDS
MASSMUTUAL PREMIER FUNDS
MASSMUTUAL ADVANTAGE FUNDS
1295 State Street
Springfield, Massachusetts 01111-0001
MassMutual Total Return Bond Fund
MassMutual Strategic Bond Fund
MassMutual Select BlackRock Global Allocation Fund
MassMutual Diversified Value Fund
MassMutual Fundamental Value Fund
MM S&P 500® Index Fund
MassMutual Equity Opportunities Fund
MassMutual Fundamental Growth Fund
MassMutual Blue Chip Growth Fund
MassMutual Growth Opportunities Fund
MassMutual Mid Cap Value Fund
MassMutual Small Cap Value Equity Fund
MassMutual Small Company Value Fund
MM S&P® Mid Cap Index Fund
MM Russell 2000® Small Cap Index Fund
MassMutual Mid Cap Growth Fund
MassMutual Small Cap Growth Equity Fund
MM MSCI EAFE® International Index Fund
MassMutual Overseas Fund
MassMutual Select T. Rowe Price International Equity Fund
MassMutual 20/80 Allocation Fund
MassMutual 40/60 Allocation Fund
MassMutual 60/40 Allocation Fund
MassMutual 80/20 Allocation Fund
MassMutual RetireSMARTSM by JPMorgan In Retirement Fund
MassMutual RetireSMARTSM by JPMorgan 2020 Fund
MassMutual RetireSMARTSM by JPMorgan 2025 Fund
MassMutual RetireSMARTSM by JPMorgan 2030 Fund
MassMutual RetireSMARTSM by JPMorgan 2035 Fund
MassMutual RetireSMARTSM by JPMorgan 2040 Fund
MassMutual RetireSMARTSM by JPMorgan 2045 Fund
MassMutual RetireSMARTSM by JPMorgan 2050 Fund
MassMutual RetireSMARTSM by JPMorgan 2055 Fund
MassMutual RetireSMARTSM by JPMorgan 2060 Fund
MassMutual Select T. Rowe Price Retirement Balanced Fund
MassMutual Select T. Rowe Price Retirement 2005 Fund
MassMutual Select T. Rowe Price Retirement 2010 Fund
MassMutual Select T. Rowe Price Retirement 2015 Fund
MassMutual Select T. Rowe Price Retirement 2020 Fund
MassMutual Select T. Rowe Price Retirement 2025 Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
MassMutual Select T. Rowe Price Retirement 2035 Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
MassMutual Select T. Rowe Price Retirement 2045 Fund
MassMutual Select T. Rowe Price Retirement 2050 Fund
MassMutual Select T. Rowe Price Retirement 2055 Fund
MassMutual Select T. Rowe Price Retirement 2060 Fund
MM Equity Asset Fund
MassMutual Select T. Rowe Price Bond Asset Fund
MassMutual Select T. Rowe Price Emerging Markets Bond Fund
MassMutual Select T. Rowe Price Large Cap Blend Fund
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
MassMutual Select T. Rowe Price Real Assets Fund
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
MassMutual U.S. Government Money Market Fund
MassMutual Inflation-Protected and Income Fund
MassMutual Core Bond Fund
MassMutual Diversified Bond Fund
MassMutual Balanced Fund
MassMutual Disciplined Value Fund
MassMutual Main Street Fund
MassMutual Disciplined Growth Fund
MassMutual Small Cap Opportunities Fund
MassMutual Global Fund
MassMutual International Equity Fund
MassMutual Strategic Emerging Markets Fund
MassMutual Short-Duration Bond Fund
MassMutual High Yield Fund
MassMutual Global Floating Rate Fund
MassMutual Global Credit Income Opportunities Fund
MassMutual Emerging Markets Debt Blended Total Return Fund
MassMutual Global Emerging Markets Equity Fund
(each, a “Fund” and collectively, the “Funds”)
Dear Shareholder:
Due to your investment in one or more mutual funds comprising the MassMutual Select Funds, the MassMutual Premier Funds, or the MassMutual Advantage Funds (separately, a “Trust” and together the “Trusts”), you are entitled to vote on certain proposals to be considered at the meeting of shareholders (the “Meeting”).
The Meeting will be held on May 25, 2022 at 3:00 p.m. EST (the “Meeting Date”) solely by means of remote communication. Instructions on participating in the Meeting are provided below. You are entitled to vote on Proposal 1 below, and, depending on the Fund(s) you own, potentially on Proposal 2:
| 1. | To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series for an indefinite term of office (To be voted upon by the shareholders of the Trusts as a whole); |
| 2. | To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified” (To be voted upon by the shareholders of the applicable Funds, voting separately by Fund); and |
| 3. | To transact such other business as may properly come before the Meeting and any adjournments thereof. |
Each Trust will hold its meeting simultaneously with the other Trusts. With respect to Proposal 1, all of the shareholders of Funds that are series of the same Trust will vote together as a single class. With respect to Proposal 2, shareholders of the applicable Funds will vote separately.
Attached to this notice is the Proxy Statement of the Funds. You are urged to read this statement carefully before voting by telephone or Internet or completing your voting instruction card.
To participate in the Meeting, shareholders must register in advance by visiting https://viewproxy.com/MassMutual/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Trusts’ proxy tabulator.
Shareholders whose shares are registered directly with a Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s voting instruction card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank, or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 2 days prior to Meeting Date, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://viewproxy.com/MassMutual/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at www.proxyvote.com. Only shareholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.
Andrew M. Goldberg
Secretary
MassMutual Select Funds
MassMutual Premier Funds
MassMutual Advantage Funds
April 1, 2022
It is important that your shares be represented. Please provide voting instructions by telephone or by Internet by following the instructions on your voting instruction card, or promptly mark your voting instructions on the enclosed card; then, sign, date, and mail it in the accompanying postage-paid return envelope. Your prompt response will help ensure that your interests are represented.
MassMutual Select Funds
MASSMUTUAL PREMIER FUNDs
MASSMUTUAL ADVANTAGE FUNDs
1295 State Street
Springfield, Massachusetts 01111-0001
MassMutual Total Return Bond Fund
MassMutual Strategic Bond Fund
MassMutual Select BlackRock Global Allocation Fund
MassMutual Diversified Value Fund
MassMutual Fundamental Value Fund
MM S&P 500® Index Fund
MassMutual Equity Opportunities Fund
MassMutual Fundamental Growth Fund
MassMutual Blue Chip Growth Fund
MassMutual Growth Opportunities Fund
MassMutual Mid Cap Value Fund
MassMutual Small Cap Value Equity Fund
MassMutual Small Company Value Fund
MM S&P® Mid Cap Index Fund
MM Russell 2000® Small Cap Index Fund
MassMutual Mid Cap Growth Fund
MassMutual Small Cap Growth Equity Fund
MM MSCI EAFE® International Index Fund
MassMutual Overseas Fund
MassMutual Select T. Rowe Price International Equity Fund
MassMutual 20/80 Allocation Fund
MassMutual 40/60 Allocation Fund
MassMutual 60/40 Allocation Fund
MassMutual 80/20 Allocation Fund
MassMutual RetireSMARTSM by JPMorgan In Retirement Fund
MassMutual RetireSMARTSM by JPMorgan 2020 Fund
MassMutual RetireSMARTSM by JPMorgan 2025 Fund
MassMutual RetireSMARTSM by JPMorgan 2030 Fund
MassMutual RetireSMARTSM by JPMorgan 2035 Fund
MassMutual RetireSMARTSM by JPMorgan 2040 Fund
MassMutual RetireSMARTSM by JPMorgan 2045 Fund
MassMutual RetireSMARTSM by JPMorgan 2050 Fund
MassMutual RetireSMARTSM by JPMorgan 2055 Fund
MassMutual RetireSMARTSM by JPMorgan 2060 Fund
MassMutual Select T. Rowe Price Retirement Balanced Fund
MassMutual Select T. Rowe Price Retirement 2005 Fund
MassMutual Select T. Rowe Price Retirement 2010 Fund
MassMutual Select T. Rowe Price Retirement 2015 Fund
MassMutual Select T. Rowe Price Retirement 2020 Fund
MassMutual Select T. Rowe Price Retirement 2025 Fund
MassMutual Select T. Rowe Price Retirement 2030 Fund
MassMutual Select T. Rowe Price Retirement 2035 Fund
MassMutual Select T. Rowe Price Retirement 2040 Fund
MassMutual Select T. Rowe Price Retirement 2045 Fund
MassMutual Select T. Rowe Price Retirement 2050 Fund
MassMutual Select T. Rowe Price Retirement 2055 Fund
MassMutual Select T. Rowe Price Retirement 2060 Fund
MM Equity Asset Fund
MassMutual Select T. Rowe Price Bond Asset Fund
MassMutual Select T. Rowe Price Emerging Markets Bond Fund
MassMutual Select T. Rowe Price Large Cap Blend Fund
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
MassMutual Select T. Rowe Price Real Assets Fund
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund
MassMutual U.S. Government Money Market Fund
MassMutual Inflation-Protected and Income Fund
MassMutual Core Bond Fund
MassMutual Diversified Bond Fund
MassMutual Balanced Fund
MassMutual Disciplined Value Fund
MassMutual Main Street Fund
MassMutual Disciplined Growth Fund
MassMutual Small Cap Opportunities Fund
MassMutual Global Fund
MassMutual International Equity Fund
MassMutual Strategic Emerging Markets Fund
MassMutual Short-Duration Bond Fund
MassMutual High Yield Fund
MassMutual Global Floating Rate Fund
MassMutual Global Credit Income Opportunities Fund
MassMutual Emerging Markets Debt Blended Total Return Fund
MassMutual Global Emerging Markets Equity Fund
PROXY STATEMENT
FOR THE MEETING OF SHAREHOLDERS
To Be Held on May 25, 2022
Important Notice Regarding the Availability of this Proxy Statement
This Proxy Statement is available at www.proxyvote.com
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of the MassMutual Select Funds, MassMutual Premier Funds, and MassMutual Advantage Funds (each a “Trust” and together, the “Trusts”), of which each of the above-referenced funds (each, a “Fund” and collectively, the “Funds”) is a series, for use at the meeting of the shareholders of the Funds (the “Meeting”) to be held solely by means of remote communication at 3:00 p.m., EST, on May 25, 2022, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Meeting of Shareholders (the “Notice”). The Notice, this Proxy Statement, and the enclosed voting instruction card are first being mailed, or otherwise being made available, to shareholders on or about April 8, 2022. Please read this Proxy Statement and keep it for future reference.
The Meeting has been called for the purpose of having the shareholders of the Funds consider and take action upon the proposals listed in the Notice (the “Proposals”). This Proxy Statement contains information you should know before voting on the Proposals. The following are the Proposals presented in this Proxy Statement for which the Funds are soliciting proxies and the Funds that are affected by such Proposals:
|
Proposal |
Affected Funds | |
| Proposal 1: To elect Allan W. Blair, Nabil N. El-Hage, Michael R. Fanning, Maria D. Furman, R. Bradford Malt, C. Ann Merrifield, Clifford M. Noreen, Cynthia R. Plouché, Jason J. Price, and Susan B. Sweeney as Trustees of each Trust of which the Funds are series for an indefinite term of office. | All Funds | |
| Proposal 2: To change the status of the MassMutual Blue Chip Growth Fund and the MassMutual Disciplined Growth Fund from “diversified” to “non-diversified.” | MassMutual Blue Chip Growth Fund and MassMutual Disciplined Growth Fund |
This solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying voting instruction card. Supplementary solicitations of proxies may be made by mail, telephone, facsimile, or electronic mail (“e-mail”) by officers of the Trusts and officers and employees of MML Investment Advisers, LLC (the “Adviser”) or its affiliates, and other representatives of the Trusts.
Shareholders of record at the close of business on February 25, 2022 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. The number of shares of each Fund issued and outstanding on the Record Date is shown in Appendix A. Shareholders of a Fund on the Record Date shall be entitled to one vote for each whole share held, as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote. With respect to Proposal 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds that are series of that Trust will be voted together as a single class. With respect to Proposal 2, each Fund will vote separately.
The principal executive offices of the Trusts are located at 1295 State Street, Springfield, MA 01111-0001. Upon request and without charge, the Trusts will furnish each person to whom this Proxy Statement is delivered with a copy of the Funds’ latest annual and semiannual reports (if any) to shareholders. You may obtain copies of one or more reports without charge by telephoning toll-free (888) 309-3539, or by writing to the Trust at c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001. The expenses of the preparation of the Proxy Statement and related materials, including printing and delivery costs, and vote solicitation will be borne by the Funds.
The Trusts have engaged Broadridge Financial Solutions, Inc. (“Broadridge”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. It is anticipated that the cost of these services will be approximately $623,464.74 and may increase substantially in the event any vote is contested or increased solicitation efforts are required.
| 1 |
| I. | PROPOSAL 1: ELECTION OF TRUSTEES |
Affected Funds: All Funds
The Board’s Nominating and Governance Committee is responsible for making recommendations concerning the nominees for election as Trustees of the Funds. The Nominating and Governance Committee consists solely of Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds. Those Trustees who are not “interested persons” of the Funds are referred to as “Independent Trustees” in this Section I of the Proxy Statement.
The Board is currently comprised of eight Trustees: Allan W. Blair, R. Alan Hunter, Jr., Nabil N. El-Hage, Maria D. Furman, Michael R. Fanning, C. Ann Merrifield, Clifford M. Noreen, and Susan B. Sweeney. All of those Trustees are Independent Trustees except Mr. Fanning and Mr. Noreen. Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election. The Board’s Nominating and Governance Committee has nominated R. Bradford Malt, Cynthia R. Plouché, and Jason J. Price to stand for election to the Board of Trustees of the Trusts and Messrs. Blair, El-Hage, Fanning, and Noreen and Mses. Furman, Merrifield, and Sweeney, each of whom currently serves as a Trustee, to stand for election to the Board of Trustees of the Trusts (collectively, the “Nominees”).
If elected, each Trustee of the Trusts will serve until the election and qualification of his or her successor or until he or she dies, resigns, or is removed. Unless the Trustees determine that it is desirable and in the best interest of the Trusts that an exception to the retirement policy of the Trusts be made, a Trustee shall retire and cease to serve as a Trustee upon the conclusion of the calendar year in which such Trustee attains the age of seventy-five years, however, an interested Trustee of the Trust shall no longer serve as a Trustee if or when they are no longer an employee of Massachusetts Mutual Life Insurance Company (“MassMutual”) or an affiliate.
The following table provides information concerning the Nominees for election by shareholders. Unless otherwise noted, (i) each Trustee and Nominee has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity and (ii) the address of the Trustees and officers is c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001.
Name And Age |
Position(s) Held with Trusts |
Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee/Nominee 1 |
| Independent Trustees | |||||
| Allan W. Blair Year of Birth: 1948 |
Trustee | Since 2003 with MassMutual Select Funds; Since 2012 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds | Retired. | 115 | Trustee (since 2003), MML Series Investment Fund (open-end investment company); Trustee (since 2012), MML Series Investment Fund II (open-end investment company). |
| Nabil N. El-Hage Year of Birth: 1958 |
Trustee | Since 2012 with MassMutual Select Funds; Since 2003 with MassMutual Premier Funds (Chairperson 2006-2012); Since 2021 with MassMutual Advantage Funds. | Founder and CEO (since 2018), AEE International LLC (a Puerto Rico LLC); Founder and sole member (2016-2018), PR Academy of Executive Education LLC (a Puerto Rico LLC). | 116 | Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), Chairperson (2006-2012), MML Series Investment Fund II (open-end investment company): Chairperson and Trustee (since 2021) MassMutual AccessSM Pine Point Fund (closed-end investment company). |
| 2 |
Name And Age |
Position(s) Held with Trusts |
Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee/Nominee 1 |
| Maria D. Furman Year of Birth: 1954 |
Trustee | Since 2012 with MassMutual Select Funds; Since 2004 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds. | Retired. | 115 | Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company). |
| R. Alan Hunter, Jr.2 Year of Birth: 1946 |
Trustee | Since 2003 with MassMutual Select Funds (Chairperson 2016-2021); Since 2012 with MassMutual Premier Funds (Chairperson 2016-2021); Since 2021 with MassMutual Advantage Funds (Chairperson in 2021). | Retired. | 115 | Trustee (since 2003), Chairperson (2016-2021), MML Series Investment Fund (open-end investment company); Trustee (since 2012), Chairperson (2016-2021), MML Series Investment Fund II (open-end investment company). |
| R. Bradford
Malt Year of Birth: 1954 |
Nominee | N/A | Chairman (2004-2019), Management Committee (1993-2019), Partner (1987-2019), Associate (1979-1987), Ropes & Gray LLP (counsel to the Funds and MassMutual).3 | N/A | N/A |
| C. Ann Merrifield Year of Birth: 1951 |
Trustee | Since 2012 with MassMutual Select Funds; Since 2004 with MassMutual Premier Funds; Since 2021 with MassMutual Advantage Funds. | Retired. | 115 | Lead Director (since 2020), Lyra Therapeutics (a clinical-stage specialty pharmaceutical company); Chairperson (since 2017), Director (since 2014), InVivo Therapeutics (research and clinical-stage biomaterials and biotechnology company); Trustee (since 2012), MML Series Investment Fund (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company). |
| 3 |
Name And Age |
Position(s) Held with Trusts |
Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee/Nominee 1 |
| Cynthia R.
Plouché Year of Birth: 1957 |
Nominee | N/A | Retired; Assessor (2014-2018), Moraine Township (property assessment). | 1 | Trustee (since 2014), Northern Trust Funds (open-end investment companies); Trustee (since 2021), MassMutual AccessSM Pine Point Fund (closed-end investment company). |
| Jason J. Price Year of Birth: 1973 |
Nominee | N/A | Co-Founder and Chairman of the Board (2017-2021) NXTHVN (arts organization); Principal (2012-2017), Exaltare Capital Partners, LLC (private equity firm). | 1 | Trustee (since 2021), MassMutual AccessSM Pine Point Fund (closed-end investment company). |
| Susan B. Sweeney Year of Birth: 1952 |
Chairperson4 and Trustee | Since 2009 with MassMutual Select Funds (Chairperson since 2022); Since 2012 with MassMutual Premier Funds (Chairperson since 2022); Since 2021 with MassMutual Advantage Funds (Chairperson since 2022). | Retired. | 1185 | Trustee (since 2012), Barings Corporate Investors (closed-end investment company); Trustee (since 2012), Barings Participation Investors (closed-end investment company); Chairperson (since 2022), Trustee (since 2009), MML Series Investment Fund (open-end investment company); Chairperson (since 2022), Trustee (since 2012), MML Series Investment Fund II (open-end investment company); Trustee (since 2021), MassMutual AccessSM Pine Point Fund (closed-end investment company). |
| 4 |
Name And Age |
Position(s) Held with Trusts |
Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee/Nominee 1 |
| Interested Trustees | |||||
| Michael R. Fanning6 Year of Birth: 1963 |
Trustee
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Since 2021, MassMutual Select Funds, MassMutual Premier Funds, and MassMutual Advantage Funds. | Director (since 2016), MML Advisers; Head of MassMutual U.S. (since 2016), Executive Vice President (2016-2018), Member of MassMutual’s Executive Leadership Team (since 2008), MassMutual. | 115 | Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company). |
| Clifford
M. Noreen6 Year of Birth: 1957 |
Trustee | Since 2021, MassMutual Select Funds, MassMutual Premier Funds, and MassMutual Advantage Funds. | Head of Global Investment Strategy (since 2019), Deputy Chief Investment Officer and Managing Director (2016-2018), MassMutual; President (2008-2016), Vice Chairman (2007-2008), Member of the Board of Managers (2006-2016), Managing Director (2000-2016), Barings, LLC. | 1175 | Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Chairman and Trustee (since 2009), President (2005-2009), Vice President (1993-2005), Barings Corporate Investors (closed-end investment company); Chairman and Trustee (since 2009), President (2005-2009), Vice President (1993-2005), Barings Participation Investors (closed-end investment company); Trustee (since 2021), MML Series Investment Fund (open-end investment company); Trustee (since 2021), MML Series Investment Fund II (open-end investment company). |
| 1 | Directorships of companies not reported in the “principal occupation” column that have a class of securities registered or subject to registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or are registered as investment companies under the 1940 Act. |
| 2 | Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election. |
| 3 | Mr. Malt retired as a partner of Ropes & Gray LLP on December 31, 2019 and was named Chairman Emeritus of the firm at that time. |
| 4 | The Chairperson is elected to hold such office for a term of three years or until his or her successor is elected and qualified to carry out the duties and responsibilities of his or her office, or until he or she retires, dies, resigns, is removed, or becomes disqualified, and any such Chairperson may not serve more than two consecutive terms. |
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| 5 | Barings Participation Investors and Barings Corporate Investors are deemed to be a part of the Fund Complex, because they are managed by Barings LLC, an affiliate of MML Advisers. |
| 6 | Mr. Fanning and Mr. Noreen are “Interested Persons,” as that term is defined in the 1940 Act, as employees of MassMutual. |
Nominee Qualifications
The Trusts’ Agreements and Declarations of Trust do not set forth any specific qualifications to serve as a trustee. The charter of the Nominating and Governance Committee of each Trust states that all Independent Trustee candidates must have a college degree or, in the judgment of the Committee, equivalent business experience; and that the Committee may take into account a wide variety of factors in considering Independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
| (i) | availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; |
| (ii) | relevant industry and related experience; |
| (iii) | educational background; |
| (iv) | depth and breadth of financial expertise, including whether the candidate would qualify as an “independent” “audit committee financial expert” as those terms are defined in Item 3 of Form N-CSR; |
| (v) | whether, and to what extent, a candidate’s background, experience, and skills would complement the background, experience, and skills of the Board’s existing Trustees; and |
| (vi) | an assessment of the candidate’s ability, judgment, expertise, reputation, and integrity. |
In the case of a shareholder-recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs. The Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds.
The following is a summary of the particular professional and other experience of each Nominee that was relevant to the nomination of that individual (as of the date of this Proxy Statement). Each Trustee or Nominee was nominated to serve on the Board based on his or her overall experience and the Board did not identify any specific qualification as all-important or controlling. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws.
Allan W. Blair — As a former trustee and audit and compliance committee member of a large healthcare system, Mr. Blair has experience with financial, regulatory, and operational issues. He also has served as president and/or CEO of several non-profit and quasi-public organizations for over 30 years. Mr. Blair holds a BA from the University of Massachusetts at Amherst and a JD from Western New England College School of Law.
Nabil N. El-Hage — As a former CEO or CFO of various public and private companies, Mr. El-Hage has experience with financial, regulatory, and operational issues. He has also taught corporate finance at the graduate level, and has served as a director for more than a dozen public and private companies and as an associate at a venture capital firm. Mr. El-Hage holds a BS in Electronic Engineering from Yale University and an MBA with high distinction from Harvard University.
Michael R. Fanning — As an executive and/or director of financial services and insurance companies, Mr. Fanning has experience with financial, regulatory, and operational issues. He also has served as an audit committee member for financial services and insurance companies. Mr. Fanning holds a BA in Economics and a BA in Organizational Behavior and Management from Brown University.
Maria D. Furman — As a trustee and chairperson or member of the audit and investment committees of various educational organizations, and as a former managing director, director, and portfolio manager at an investment management firm, Ms. Furman has experience with financial, regulatory, and operational issues. She also has served as an audit and
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investment committee member and a director, treasurer and investment committee chair for environmental, educational, and healthcare organizations. Ms. Furman is a CFA charterholder and holds a BA from the University of Massachusetts at Dartmouth.
R. Alan Hunter, Jr.1 — As the former chairman of the board of non-profit organizations and a former director of a publicly traded company, Mr. Hunter has experience with financial, regulatory, and operational issues. He also held executive positions with a manufacturing company. Mr. Hunter holds a BA from Dickinson College and an MBA from the University of Pennsylvania.
R. Bradford Malt — As a current Chairman Emeritus, a former Chairman, and a former partner of a corporate law firm, which serves as counsel to the Trusts and to MML Advisers, with over 40 years of financial services experience, Mr. Malt has expertise in financial, regulatory, and operational issues. He has also served as a director for several public and private companies. Mr. Malt holds an AB in Applied Mathematics from Harvard College and a JD from Harvard Law School.
C. Ann Merrifield — As a trustee of a healthcare organization, current and former director of specialty pharmaceutical companies, former biotechnology executive, former partner of a consulting firm and investment officer at a large insurance company, Ms. Merrifield has experience with financial, regulatory, and operational issues. She also has served as an audit committee member for a manufacturing company and two public life sciences companies and currently serves on the audit committee for another public life sciences company. Ms. Merrifield holds a BA and M. Ed. from the University of Maine and an MBA from Amos Tuck School of Business Administration at Dartmouth College.
Clifford M. Noreen — As an executive of financial services companies with over 35 years of investment management experience, a director of several private companies, an investment committee member of two non-profit organizations, and a director and/or officer of various investment companies and private funds, Mr. Noreen has experience with financial, regulatory, and operational issues. Mr. Noreen holds a BA from the University of Massachusetts and an MBA from American International College.
Cynthia R. Plouché — As a former assessor of a township, a former portfolio manager for asset management firms, and a former chief investment officer and managing director of an asset management firm with over 32 years of financial services experience, Ms. Plouché has experience with financial, regulatory, and operational issues. She has also served as a trustee and audit committee member for open-end investment companies and a trustee for a closed-end investment company. Ms. Plouché holds a BA in Psychology and Social Relations from Harvard University and an MBA from the Wharton School at the University of Pennsylvania.
Jason J. Price — As a former executive with over 25 years of financial services experience, Mr. Price has experience with financial, regulatory, and operational issues. He served as a Senior Vice President of Cigna Investment Management from 2009 to 2012 and as Head of Private Equity for the State of Connecticut Office of the Treasurer from 2005 to 2009. Mr. Price holds a BA in Business Administration from Morehouse College and an MBA from Harvard Business School.
Susan B. Sweeney — As a former executive and investment officer of a property and casualty company and a former executive of a financial services company with over 35 years of financial services experience, Ms. Sweeney has experience with financial, regulatory, and operational issues. From 2010 to 2014, she was Chief Investment Officer and Senior Vice President of Selective Insurance Company of America. She also served as Chief Investment Officer for the State of Connecticut Pension Fund from 2002 to 2007, directing a multi-asset portfolio. Ms. Sweeney holds a BS in Business Studies from Connecticut Board for State Academic Awards, an MBA from Harvard Business School, and a Doctor of Humane Letters from Charter Oak State College.
1 Mr. Hunter is expected to retire in June 2022 under the Board’s retirement policy and will not stand for re-election.
Board Leadership Structure and Risk Oversight
The Board is currently comprised of eight Trustees, a majority of whom are Independent Trustees. The Board is generally responsible for the management and oversight of the business and affairs of the Trusts. The Trustees formulate the general policies of the Trusts and the Funds, approve contracts, and authorize Trust officers to carry out the decisions of the Board. To assist them in this role, the Independent Trustees have retained independent legal counsel.
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The Board has appointed an Independent Trustee Chairperson of the Trusts. The Chairperson presides at Board meetings and may call a Board or committee meeting when she deems it necessary. The Chairperson participates in the preparation of Board meeting agendas and may generally facilitate communications among the Trustees, and between the Trustees and the Trusts’ management, officers, and independent legal counsel, between meetings. The Chairperson may also perform such other functions as may be requested by the Board from time to time. The Board has established the three standing committees described below, and may form working groups or ad hoc committees as needed.
The Board believes this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment and allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. The Board also believes that having a majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. However, in the Board’s opinion, having interested persons serve as Trustees brings both corporate and financial viewpoints that are significant elements in its decision-making process. The Board reviews its leadership structure at least annually and may make changes to it at any time, including in response to changes in the characteristics or circumstances of the Trusts.
As registered investment companies, the Funds are subject to a variety of risks, including, among others, investment risks, financial risks, compliance risks, and operational risks. The Funds’ investment adviser and administrator, MML Advisers, has primary responsibility for the Funds’ risk management on a day-to-day basis as part of its overall responsibilities. The Funds’ subadvisers are primarily responsible for managing investment risk as part of their day-to-day investment management responsibilities, as well as operational risks at their respective firms. The Funds’ investment adviser and Chief Compliance Officer also assist the Board in overseeing the significant investment policies of the Funds and monitor the various compliance policies and procedures approved by the Board as a part of its oversight responsibilities.
In discharging its oversight responsibilities, the Board considers risk management issues throughout the year by reviewing regular reports prepared by the Funds’ investment adviser and Chief Compliance Officer, as well as special written reports or presentations provided on a variety of risk issues, as needed. For example, the investment adviser reports to the Board quarterly on the investment performance of each of the Funds, the financial performance of the Funds, overall market and economic conditions, and legal and regulatory developments that may impact the Funds. The Funds’ Chief Compliance Officer, who reports directly to the Board’s Independent Trustees, provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning (i) compliance matters relating to the Funds, the Funds’ investment adviser and subadvisers, and the Funds’ other key service providers; (ii) regulatory developments; (iii) business continuity programs; and (iv) various risks identified as part of the Funds’ compliance program assessments. The Funds’ Chief Compliance Officer also meets at least quarterly in executive session with the Independent Trustees, and communicates significant compliance-related issues and regulatory developments to the Audit Committee between Board meetings.
In addressing issues regarding the Funds’ risk management between meetings, appropriate representatives of the investment adviser communicate with the Chairperson of the Trust, the Chairperson of the Audit Committee, or the Funds’ Chief Compliance Officer. As appropriate, the Trustees confer among themselves, or with the Funds’ Chief Compliance Officer, the investment adviser, other service providers, and independent legal counsel, to identify and review risk management issues that may be placed on the full Board’s agenda.
The Board also relies on its committees to administer the Board’s oversight function. The Audit Committee assists the Board in reviewing with the investment adviser and the Funds’ independent auditors, at various times throughout the year, matters relating to the annual audits, financial accounting and reporting matters, and the internal control environment at the service providers that provide financial accounting, and reporting for the Funds. The Audit Committee also meets annually with representatives of the investment adviser’s Corporate Audit Department to review the results of internal audits of relevance to the Funds. This and the Board’s other committees present reports to the Board that may prompt further discussion of issues concerning the oversight of the Funds’ risk management. The Board may also discuss particular risks that are not addressed in the committee process.
Board Committees and Meetings. The Board met for the MassMutual Select Funds six times during the fiscal year ended September 30, 2021. The Board met for the MassMutual Premier Funds eight times during the fiscal year ended September 30, 2021. The Board met for the MassMutual Advantage Funds four times during the fiscal year ended September 30, 2021. Each Trustee attended at least 75% of the aggregate number of all meetings of the Board.
Audit Committee. The Trusts have an Audit Committee, consisting of Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trusts. The Audit Committee, whose members are Messrs. Blair, El-Hage, and Hunter and
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Mses. Furman and Merrifield, oversees each Trust’s accounting and financial reporting policies and practices, its internal controls, and internal controls of certain service providers; oversees the quality and objectivity of the Trust’s financial statements and the independent audit thereof; evaluates the independence of the Trust’s independent registered public accounting firm; evaluates the overall performance and compensation of the Chief Compliance Officer; acts as liaison between the Trust’s independent registered public accounting firm and the full Board; and provides immediate access for the Trust’s independent registered public accounting firm to report any special matters they believe should be brought to the attention of the full Board. During the fiscal year ended September 30, 2021, the Audit Committee of the MassMutual Select Funds and MassMutual Premier Funds met four times. During the fiscal year ended September 30, 2021, the Audit Committees of the MassMutual Advantage Funds met one time. The Board has adopted a written charter for the Audit Committee, a current copy of which is available in Appendix B. The Funds currently do not maintain a website on which the charter is available.
Nominating and Governance Committee. The Trusts have a Nominating and Governance Committee, consisting of each Trustee who is not an “interested person” of the Trusts. The Nominating and Governance Committee meets at least twice per calendar year. During the fiscal year ended September 30, 2021, the Nominating and Governance Committees of the MassMutual Select Funds and MassMutual Premier Funds met four times. During the fiscal year ended September 30, 2021, the Nominating and Governance Committee of the MassMutual Advantage Funds met one time because they were launched in December 2021. The Nominating and Governance Committee (a) identifies, and evaluates the qualifications of, individuals to become independent members of the Funds’ Board in the event that a position currently filled by an Independent Trustee is vacated or created; (b) nominates Independent Trustee nominees for election or appointment to the Board; (c) sets any necessary standards or qualifications for service on the Board; (d) recommends periodically to the full Board an Independent Trustee to serve as Chairperson; (e) evaluates at least annually the independence and overall performance of counsel to the Independent Trustees; (f) annually reviews the compensation of the Independent Trustees; and (g) oversees board governance issues including, but not limited to, (i) evaluating the board and committee structure and the performance of Trustees, (ii) considering and addressing any conflicts, (iii) considering the retirement policies of the Board, and (iv) considering and making recommendations to the Board at least annually concerning the Trust’s directors and officers liability insurance coverage. The Board has adopted a written charter for the Nominating and Governance Committee, a current copy of which is available in Appendix C. The Funds currently do not maintain a website on which the charter is available.
The Nominating and Governance Committee will consider and evaluate nominee candidates properly submitted by shareholders of the Trusts in the same manner as it considers and evaluates candidates recommended by other sources. The Nominating and Governance Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Nominating and Governance Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. A recommendation of a shareholder of a Trust must be submitted as described below to be considered properly submitted for purposes of the Nominating and Governance Committee’s consideration. The shareholders of a Trust must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust’s Nominating and Governance Committee, to the attention of the Secretary, at the address of the principal executive offices of the Trust, which is 1295 State Street, Springfield, MA 01111-0001. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Trust at least 60 calendar days before the date of the meeting at which the Nominating and Governance Committee is to select a nominee for Independent Trustee. The Shareholder Recommendation must include: (i) a statement in writing setting forth: (A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Shareholder Candidate”), including an explanation of why the shareholder believes the Shareholder Candidate will make a good Trustee; (B) the class or series and number of all shares of the Funds owned of record or beneficially by the Shareholder Candidate, as reported to such shareholder by the Shareholder Candidate; (C) any other information regarding the Shareholder Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the SEC (or the corresponding provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Funds); (D) any other information regarding the Shareholder Candidate that would be required to be disclosed if the Shareholder Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the Shareholder Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Shareholder
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Candidate that will be sufficient for the Funds to make such determination; (ii) the written and signed consent of the Shareholder Candidate to be named as a nominee, consenting to (1) the disclosure, as may be necessary or appropriate, of such Shareholder Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series of the Funds owned beneficially and of record by the recommending shareholder; (iv) a description of all arrangements or understandings between the recommending shareholder and the Shareholder Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and (v) such other information as the Nominating and Governance Committee may require the Shareholder Candidate to furnish as the Nominating and Governance Committee may reasonably require or deem necessary to determine the eligibility of such Shareholder Candidate to serve as a Trustee or to satisfy applicable law.
Contract Committee. The Trusts have a Contract Committee, consisting of each Trustee who is not an “interested person” of the Trusts. The Contract Committees of the MassMutual Select Funds and the MassMutual Premier Funds met twice during the fiscal year ended September 30, 2021. The Contract Committee for the MassMutual Advantage Funds did not meet during the fiscal year ended September 30, 2021. The Contract Committee performs the specific tasks assigned to independent trustees by the 1940 Act, including the periodic consideration of the Trusts’ investment management agreements and subadvisory agreements.
Trustee Compensation.
MassMutual Select Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $36,905 per quarter plus a fee of $5,368 per in-person meeting attended plus a fee of $5,368 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimburses out-of-pocket business travel expenses to such Trustees. Trustees who are officers or employees of MassMutual receive no fees from the Trust.
During 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $35,175 per quarter plus a fee of $5,360 per in-person meeting attended plus a fee of $5,360 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust
MassMutual Premier Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $3,960 per quarter plus a fee of $576 per in-person meeting attended plus a fee of $576 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimburses out-of-pocket business travel expenses to such Trustees. Trustees who are officers or employees of MassMutual receive no fees from the Trust.
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During 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $4,200 per quarter plus a fee of $640 per in-person meeting attended plus a fee of $640 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust
MassMutual Advantage Funds. Effective January 1, 2022, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $715 per quarter plus a fee of $104 per in-person meeting attended plus a fee of $104 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee are paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee is paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimburses out-of-pocket business travel expenses to such Trustees. Trustees who are officers or employees of MassMutual receive no fees from the Trust.
Effective October 1, 2021, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $525 per quarter plus a fee of $80 per in-person meeting attended plus a fee of $80 for the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 40% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Audit Committee and the Contract Committee were paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Nominating and Governance Committee was paid an additional 7% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust.
The table in Appendix D discloses the fees paid to each Trustee by each Fund for its most recent fiscal year (ending September 30, 2021) and the fees paid to each Trustee in the Fund complex during the period ended September 30, 2021. The Trusts have no pension or retirement plan, but do have deferred compensation plans. The MassMutual Select Funds plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited at a rate of interest of eight percent (8%). Amounts deferred after July 1, 2008, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Premier Funds plan provides for amounts deferred prior to January 1, 2012, plus interest, to be credited at a rate of interest equal to that of the U.S. Corporate Bond Index as of January 1, 2012, to be reset every two years. Amounts deferred after January 1, 2012, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Advantage Funds plan provides for amounts deferred, plus or minus earnings, to be “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee.
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Share Ownership of the Trustees of the Trusts and the Nominees. The table below sets forth information regarding the Trustees’ and Nominees’ beneficial ownership of Fund shares, based on the value of such shares as of December 31, 2021. The table also sets forth the dollar range of equity securities beneficially owned by each Trustee and each Nominee of all Funds that are overseen by the Trustee in the same family of funds as the Funds.
Name of Trustee/Nominee |
The Dollar Range of Equity Securities Beneficially Owned in MassMutual Select Funds |
The Dollar Range of Equity Securities Beneficially Owned in MassMutual Premier Funds |
The Dollar Range of Equity Securities Beneficially Owned in MassMutual Advantage Funds |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies To Be Overseen by Trustee in Family of Investment Companies |
| Independent Trustees/Nominees | ||||
| Allan W. Blair | None | None | None | Over $100,000 |
| Nabil N. El-Hage | None | None | None | None |
| Maria D. Furman, | None | None | None | None |
| R. Alan Hunter Jr.1 | None | None | None | None |
| R. Bradford Malt2 | None | None | None | None |
| C. Ann Merrifield | None | None | None | None |
| Cynthia R. Plouché2 | None | None | None | None |
| Jason J. Price2 | None | None | None | None |
| Susan B. Sweeney | None | None | None | None |
| Interested Trustees | ||||
| Michael R. Fanning | None | None | None | None |
| Clifford M. Noreen | None | None | None | None |
| 1 | Mr. Hunter is expected to retire from the Board in June 2022 and is not standing for re-election. |
| 2 | Mr. Malt, Ms. Plouché, and Mr. Price did not serve as a Trustee of the Board during any Fund’s recently completed fiscal year or during the calendar year 2021. |
The ownership information shown above does not include units of separate investment accounts that invest in one or more registered investment companies overseen by a Trustee in the family of investment companies held in a 401(k) plan or amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more such registered investment companies. As of December 31, 2021, these amounts were as follows: Mr. Blair, over $100,000; Mr. El-Hage, over $100,000; Mr. Fanning, $10,001-$50,000; Ms. Furman, None; Mr. Hunter, None; Ms. Merrifield, None; Mr. Noreen, over $100,000; and Ms. Sweeney, None.
As of January 4, 2022, the Trustees and officers of the Trust, individually and as a group, did not beneficially own outstanding shares of any of the Funds.
To the knowledge of the Trusts, as of December 31, 2021, the Independent Trustees, the Nominees who would qualify as Independent Trustees, and their immediate family members did not own beneficially or of record securities of the investment adviser, subadviser(s), principal underwriter, or sponsoring insurance company of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the investment adviser, subadviser(s), principal underwriter, or sponsoring insurance company of the Funds.
Shareholder Communications to the Trustees. Shareholders may send communications to the Trustees by addressing such correspondence directly to the Secretary of the Trusts, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001. When writing to the Board, shareholders should identify themselves, the fact that the communication is directed to the Board, the Fund they are writing about, and any relevant information regarding their Fund holdings. Except as provided below, the Secretary shall either (i) provide a copy of each shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary will also provide a copy of each shareholder communication to the Trusts’ Chief Compliance Officer.
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The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trusts or their operations, management, activities, policies, service providers, Board, officers, shareholders, or other matters relating to an investment in the Funds or is otherwise ministerial in nature (such as a request for Fund literature, share data, or financial information). The Secretary will provide to the Board on a quarterly basis a summary of the shareholder communications not provided to the Board by virtue of this paragraph.
Vote Required. With respect to Proposal 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds that are series of that Trust will be voted together as a single class. The Nominees receiving the affirmative vote of a plurality of the votes cast in person or by proxy at the Meeting, if a quorum is present, shall be elected.
| II. | PROPOSAL 2: TO CHANGE THE STATUS OF THE MASSMUTUAL BLUE CHIP GROWTH FUND AND MASSMUTUAL DISCIPLINED GROWTH FUND FROM DIVERSIFIED FUNDS TO NON-DIVERSIFIED FUNDS |
Affected Funds:
MassMutual Blue Chip Growth Fund
MassMutual Disciplined Growth Fund
The Trustees are recommending that shareholders of each Fund approve the reclassification of the Fund’s diversification status from “diversified” to “non-diversified.” As a diversified fund, each Fund is currently limited in its ownership of securities of any single issuer. If the reclassification is approved by shareholders, each Fund will not be subject to its current limitations and may therefore hold a greater percentage of its assets in the securities of any single issuer. The Fund’s reclassification would provide the Fund’s investment team with more investment flexibility and the potential to improve performance. Relatedly, each Fund currently has a fundamental policy on diversification. Under the 1940 Act, a change to a Fund’s diversification status from diversified to non-diversified requires shareholder approval. If shareholders approve changing a Fund’s status from diversified to non-diversified, then the Fund’s related fundamental policy will be eliminated.
The investment objective of the MassMutual Blue Chip Growth Fund is to seek growth of capital over the long term. Under normal circumstances, the Fund invests at least 80% of net assets (plus the amount of any borrowings for investment purposes) in the common stocks of large- and medium-sized blue chip growth companies. The Fund’s subadvisers, T. Rowe Price Associates, Inc. (“T. Rowe Price”) and Loomis Sayles & Company, L.P. (“Loomis Sayles”), currently define blue chip growth companies to mean firms that, in the subadviser’s view, are well-established in their industries and have the potential for above-average earnings growth. At times, implementing the Fund’s investment strategy has been a challenge due to requirements to maintain the Fund’s diversified status. The Fund is managed against the Russell 1000® Growth Index, which has become increasingly concentrated in its top holdings (e.g., Apple, Microsoft, and Amazon). Due to the 1940 Act diversification requirements, the Fund must underweight these holdings relative to their weights in the Russell 1000® Growth Index even if the portfolio managers find them to be attractive investment opportunities. Further, as blue chip growth companies become even more attractive investments, the Fund’s portfolio managers may not be able to take full advantage of those investment opportunities as a result of the need to maintain compliance with the 1940 Act diversification requirements. By changing the Fund to non-diversified status, the Fund’s portfolio managers could increase the Fund’s investment in their highest conviction investment ideas as they would not be constrained by the 1940 Act diversification requirements. T. Rowe Price and Loomis Sayles believe that reclassifying the Fund as non-diversified is in the best interests of the Fund and its shareholders because non-diversified status will provide the Fund’s investment team with increased investment flexibility and potential for better investment performance.
The investment objective of the MassMutual Disciplined Growth Fund is to seek long-term total return. The Fund invests primarily in equity securities of U.S. large-and mid-cap companies. The Fund currently invests substantially all of its assets in companies represented in the Russell 1000® Growth Index at the time of purchase, although the Fund is actively managed and is not an index fund or a passively managed investment. As of December 31, 2021, the market capitalization range of companies included in the Russell 1000® Growth Index is from $594.18 million to $2,913.28 billion. The Russell 1000® Growth Index has become increasingly concentrated in its top holdings (e.g., Apple, Microsoft, and Amazon). Due to the 1940 Act diversification requirements, the Fund must underweight these holdings relative to their weights in the Russell 1000® Growth Index even if the portfolio managers find them to be attractive investment opportunities. In practice, this means that the Fund is unable to invest in these issuers to the extent that the portfolio managers desire as a result of the need to comply with the 1940 Act diversification requirements. The Fund’s subadviser,
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Wellington Management Company LLP (“Wellington”), believes this market concentration is likely to continue and that reclassifying the Fund as non-diversified would provide the Fund’s investment team with increased investment flexibility and the potential for better investment performance.
Under Section 5(b) of the 1940 Act a fund must be classified as either diversified or non-diversified. The 1940 Act provides that a fund that is classified as diversified, with respect to 75% of its total assets, may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. Additionally, with respect to 75% of its total assets, a diversified fund may not hold more than 10% of the outstanding voting securities of any one issuer. These restrictions do not apply to U.S. Government securities, securities of other investment companies, or cash and cash items (including receivables). The remaining 25% of a diversified fund’s total assets are not subject to these limitations.
A non-diversified fund is not subject to these limitations and may therefore hold a greater percentage of its assets in the securities of a single issuer. Changing the Funds’ status to non-diversified would allow the Funds to continue to grow unconstrained by the diversification limits and to invest more assets in fewer issuers or any one issuer.
Approval of this Proposal will not affect each Fund’s ability to comply with the diversification and other requirements of Internal Revenue Code of 1986, as amended, (the “Code”), which are applicable to the Fund so that the Fund will not be subject to U.S. federal income taxes on its net investment income. In this regard, the applicable diversification requirements imposed by the Code provide that the Fund must diversify its holdings so that at the end of each quarter of each Fund’s taxable year (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies, and other securities, with such other securities of any one issuer limited for purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in (x) the securities of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses (other than U.S. Government securities or the securities of other regulated investment companies) or (y) in the securities of one or more publicly traded partnerships
Concentration of investments in a smaller number of issuers exposes a fund to the risks associated with such issuers to a greater extent than a fund invested in a larger number of issuers. Poor performance by any one of these issuers would adversely affect a non-diversified fund to a greater extent than a more broadly diversified fund. While investing a larger portion of the Funds’ assets in the stocks of fewer issuers may prove beneficial when such issuers outperform the market, larger investments in the stocks of fewer issuers will also magnify any negative or under-performance by such issuers. In general, because the Funds’ performance may become more closely tied to the value of a single issuer or small number of issuers, it is likely to become more volatile than the performance of more diversified funds. However, the Adviser and the respective subadvisers believe these additional risks are outweighed by the potential for increased investment flexibility.
The Board recommends that each Fund’s current fundamental investment restriction with respect to diversification of investments be eliminated so that the Funds may be reclassified as non-diversified funds. If Proposal 2 is not adopted by a Fund’s shareholders, the Fund’s fundamental investment restriction with respect to diversification will remain the same and the Trustees will consider what action, if any, would be in the best interests of shareholders. The reclassification of each Fund is not contingent on the approval by shareholders of the reclassification of any other Fund.
Vote Required. Approval of this Proposal requires the affirmative vote of a majority of the outstanding voting securities of a Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 2. Changing the diversification status of each Fund is not contingent on the approval by shareholders of the diversification status of any other Fund.
| III. | OTHER INFORMATION |
Certain additional information regarding the Trusts, the Funds, and the Meeting is presented below.
Investment Advisers and Administrators. MML Investment Advisers, LLC, located at 1295 State Street, Springfield, Massachusetts 01111-0001, is the investment adviser and administrator of each Fund. AllianceBernstein L.P., located at 501 Commerce Street, Nashville, Tennessee 37203, is the subadviser for a portion of the portfolio of the MassMutual Small Company Value Fund. American Century Investment Management, Inc., located at 4500 Main Street, Kansas City, Missouri
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64111, is the subadviser for a portion of the portfolios of the MassMutual Mid Cap Value Fund and MassMutual Small Company Value Fund. Barings LLC (“Barings”), an indirect, wholly-owned subsidiary of MassMutual, located at 300 South Tryon Street, Charlotte, North Carolina 28202, is the subadviser for the 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, MassMutual Emerging Markets Debt Blended Total Return Fund, and MassMutual Global Emerging Markets Equity Fund. In addition, Baring International Investment Limited (“BIIL”), located at 20 Old Bailey, London, EC4M 7BF, United Kingdom, serves as sub-subadviser for the 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, MassMutual Emerging Markets Debt Blended Total Return Fund, and MassMutual Global Emerging Markets Equity Fund and, subject to the supervision of Barings, is authorized to conduct securities transactions on behalf of the Funds. BIIL is a wholly-owned subsidiary of Barings. Barrow, Hanley, Mewhinney & Strauss, LLC, located at 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is the subadviser for a portion of the portfolios of the MassMutual Fundamental Value Fund and MassMutual Small Cap Value Equity Fund. BlackRock Investment Management, LLC, located at 1 University Square, Princeton, New Jersey 08540, is the subadviser for the MassMutual Select BlackRock Global Allocation Fund. Boston Partners Global Investors, Inc., located at One Beacon Street, 30th Floor, Boston, Massachusetts 02108, is the subadviser for a portion of the portfolio of the MassMutual Fundamental Value Fund. Brandywine Global Investment Management, LLC, located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, is the subadviser for a portion of the portfolios of the MassMutual Strategic Bond Fund and MassMutual Diversified Value Fund. Frontier Capital Management Company, LLC, located at 99 Summer Street, Boston, Massachusetts 02110, is the subadviser for a portion of the portfolio of the MassMutual Mid Cap Growth Fund. Harris Associates L.P., located at 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606, is the subadviser for a portion of the portfolio of the MassMutual Overseas Fund. Invesco Advisers, Inc. (“Invesco Advisers”), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, is the subadviser for the MassMutual Balanced Fund, MassMutual Main Street Fund, MassMutual Small Cap Opportunities Fund, MassMutual Global Fund, MassMutual Strategic Emerging Markets Fund, and a portion of the portfolio of the MassMutual Small Cap Growth Equity Fund. In addition, Invesco Capital Management LLC (“ICM”), located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, serves as sub-subadviser for the MassMutual Balanced Fund and, subject to the supervision of Invesco Advisers, is authorized to trade securities and make discretionary investment decisions on behalf of the Fund. ICM is a wholly-owned subsidiary of Invesco Ltd. J.P. Morgan Investment Management Inc., located at 383 Madison Avenue, New York, New York 10179, is the subadviser for the MM Equity Asset Fund and provides the glide path and tactical allocations for the MassMutual RetireSMART by JPMorgan Funds. Jackson Square Partners, LLC, located at One Letterman Drive, Building A, Suite A3-200, San Francisco, California 94129, is the subadviser for a portion of the portfolio of the MassMutual Growth Opportunities Fund. Loomis, Sayles & Company, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the subadviser for a portion of the portfolio of the MassMutual Blue Chip Growth Fund. Massachusetts Financial Services Company, located at 111 Huntington Avenue, Boston, Massachusetts 02199, is the subadviser for a portion of the portfolio of the MassMutual Overseas Fund. Metropolitan West Asset Management, LLC, located at 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017, is the subadviser for the MassMutual Total Return Bond Fund. Northern Trust Investments, Inc., located at 50 South LaSalle Street, Chicago, Illinois 60603, is the subadviser for the MM S&P 500® Index Fund, MM S&P® Mid Cap Index Fund, MM Russell 2000® Small Cap Index Fund, and MM MSCI EAFE® International Index Fund. PanAgora Asset Management, Inc., located at One International Place, 24th Floor, Boston, Massachusetts 02110, is the subadviser for a portion of the portfolio of the MassMutual Mid Cap Value Fund. Sands Capital Management, LLC, located at 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209, is the subadviser for a portion of the portfolio of the MassMutual Growth Opportunities Fund. T. Rowe Price Associates, Inc. (“T. Rowe Price”), located at 100 East Pratt Street, Baltimore, Maryland 21202, is the subadviser for the MassMutual Select T. Rowe Price International Equity Fund, MassMutual Select T. Rowe Price Retirement Balanced Fund, MassMutual Select T. Rowe Price Retirement 2005 Fund, MassMutual Select T. Rowe Price Retirement 2010 Fund, MassMutual Select T. Rowe Price Retirement 2015 Fund, MassMutual Select T. Rowe Price Retirement 2020 Fund, MassMutual Select T. Rowe Price Retirement 2025 Fund, MassMutual Select T. Rowe Price Retirement 2030 Fund, MassMutual Select T. Rowe Price Retirement 2035 Fund, MassMutual Select T. Rowe Price Retirement 2040 Fund, MassMutual Select T. Rowe Price Retirement 2045 Fund, MassMutual Select T. Rowe Price Retirement 2050 Fund, MassMutual Select T. Rowe Price Retirement 2055 Fund, MassMutual Select T. Rowe Price Retirement 2060 Fund, MassMutual Select T. Rowe Price Bond Asset Fund, MassMutual Select T. Rowe Price Emerging Markets Bond Fund, MassMutual Select T. Rowe Price Large Cap Blend Fund, MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund, MassMutual Select T. Rowe Price Real Assets Fund, MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund, MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund, and a portion of the portfolios of the MassMutual Diversified Value Fund, MassMutual Equity
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Opportunities Fund, MassMutual Blue Chip Growth Fund, and MassMutual Mid Cap Growth Fund. In addition, T. Rowe Price Investment Management, Inc., located at 100 East Pratt Street, Baltimore, Maryland 21202, serves as sub-subadviser for the MassMutual Mid Cap Growth Fund and MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund, each of T. Rowe Price International Ltd (“T. Rowe Price International”), located at 60 Queen Victoria Street, London EC4N 4TZ, United Kingdom, T. Rowe Price Hong Kong Limited (“T. Rowe Price Hong Kong”), located at 6/F Chater House, 8 Connaught Place, Central Hong Kong, and T. Rowe Price Singapore Private Ltd. (“T. Rowe Price Singapore”), located at 501 Orchard Road, #10-02 Wheelock Place, Singapore, 238880, serves as sub-subadviser for the MassMutual Select T. Rowe Price International Equity Fund, T. Rowe Price International serves as sub-subadviser for the MassMutual Select T. Rowe Price Bond Asset Fund, and T. Rowe Price Japan, Inc. (“T. Rowe Price Japan”), located at Gran Tokyo South Tower 7F, I-9-2, Marunouchi, 1-chome, Chiyoda-ku, Tokyo, 100-6607, serves as sub-subadviser for the MassMutual Select T. Rowe Price Real Assets Fund. T. Rowe Price International and T. Rowe Price Investment Management, Inc. are wholly-owned subsidiaries of T. Rowe Price and each of T. Rowe Price Hong Kong, T. Rowe Price Japan, and T. Rowe Price Singapore is a wholly-owned subsidiary of T. Rowe Price International, and, subject to the supervision of T. Rowe Price, is authorized to make discretionary investment decisions on behalf of the Funds. Thompson, Siegel & Walmsley LLC, located at 6641 West Broad Street, Suite 600, Richmond, Virginia 23230, is the subadviser for a portion of the portfolios of the MassMutual Mid Cap Value Fund and MassMutual International Equity Fund. Wellington Management Company LLP, located at 280 Congress Street, Boston, Massachusetts 02210, is the subadviser for the MassMutual Disciplined Value Fund, MassMutual Disciplined Growth Fund, and a portion of the portfolios of the MassMutual Equity Opportunities Fund, MassMutual Fundamental Growth Fund, MassMutual Small Cap Value Equity Fund, MassMutual Small Cap Growth Equity Fund, and MassMutual International Equity Fund. Western Asset Management Company, LLC, located at 385 E. Colorado Boulevard, Pasadena, California 91101, and Western Asset Management Company Limited, located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom, are subadvisers for a portion of the portfolio of the MassMutual Strategic Bond Fund. Westfield Capital Management, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the subadviser for a portion of the portfolio of the MassMutual Fundamental Growth Fund. MassMutual, located at 1295 State Street, Springfield, Massachusetts 01111-0001, and State Street Bank and Trust Company, located at 1 Iron Street, Boston, Massachusetts 02210, are the sub-administrators to the Funds.
Independent Registered Public Accounting Firm. The firm of Deloitte & Touche LLP (“Deloitte & Touche”) was selected as the independent registered public accounting firm for each Fund’s 2020 and 2021 fiscal years, as well as the current fiscal year.
Deloitte & Touche and its affiliates provide audit services and assistance and consultation in connection with tax returns and the reviewing of various Securities and Exchange Commission filings. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and are expected to be available should any matter arise requiring their presence.
Appendix E attached hereto includes tables that set forth for each Fund for each Fund’s two most recent fiscal years, the fees billed by Deloitte & Touche and its affiliates, where applicable, for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services provided to the Fund’s service affiliates that relate directly to the Fund’s operations and financial reporting under the following captions:
| (i) | Audit Fees – fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. | |
| (ii) | Audit-Related Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, and internal control reviews. | |
| (iii) | Tax Fees – fees associated with tax compliance, tax advice, and tax planning, including services relating to the filing or amendment of federal, state, or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. | |
| (iv) | All Other Fees – fees for products and services provided to a Trust by the Independent Registered Public Accounting Firm other than those reported under “Audit Fees,” “Audit- Related Fees,” and “Tax Fees.” |
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Appendix E attached hereto also sets forth the aggregate fees billed by Deloitte & Touche for each Fund’s two most recent fiscal years, for non-audit services rendered to each Fund and to each Fund’s service affiliates. During the periods indicated in the tables attached hereto as Appendix E, no services described above under “Audit- Related Fees,” “Tax Fees,” or “All Other Fees” were approved pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Funds’ Audit Committee has considered whether the provision of non-audit services that were rendered to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account’s independence.
Annual and Semiannual Reports. Each Fund’s annual report for the fiscal year ended September 30, 2021, and semiannual report for the period ended March 31, 2021, was previously distributed to shareholders. Each Fund will furnish, without charge, an additional copy of its report for the fiscal year ended September 30, 2021, or semiannual period ended March 31, 2021, to any shareholder requesting such reports. You can obtain a copy of these reports without charge by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001 or by calling 888-309-3539.
Copies of Proxy Statements. Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If you want to receive multiple copies of this Proxy Statement or to receive only one copy in the future, you can submit your request by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111-0001 or by calling 888-309-3539.
Ownership of Fund Shares. Appendix F sets forth the shareholders who beneficially owned more than 5% of the outstanding shares of any class of each Fund.
Ownership by Officers of the Trust. As of January 4, 2022, the officers of the Trust, individually and as a group, owned less than 1% of the outstanding shares of any of the Funds.
Certain Matters relating to the Fund, the Trust, and the Meeting. The holders of 10% of the shares of the Trust or a Fund outstanding as of the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Meeting with respect to the Trust or that Fund, as the case may be. Any lesser number shall be sufficient for adjournments.
If a shareholder executes and returns a proxy but fails to indicate how the votes should be cast as to a Proposal, the proxy will be voted in favor of such Proposal.
The Agreement and Declaration of Trust provides that a proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless, at or prior to exercise of the proxy, the Trust receives a specific written notice to the contrary from any one of them. The Agreement and Declaration of Trust further provides that a proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and that the burden of proving invalidity shall rest on the challenger.
A proxy may be revoked by a shareholder at any time before it has been voted, by a written revocation received by the Secretary of the Trust, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111-0001, by properly executing a later-dated proxy, or by attending the Meeting and voting in person.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust as tellers for the Meeting. The tellers will count the total number of votes cast “for” approval of a Proposal for purposes of determining whether sufficient affirmative votes have been cast.
In the event that a quorum is not present for purposes of acting on a Proposal, or if sufficient votes in favor of a Proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote in favor of such adjournment as to a Proposal those proxies which they are entitled to vote in favor of that Proposal. They will vote against any such adjournment as to a Proposal those proxies required to be voted against that Proposal and will not vote any proxies as to adjournment in respect of a Proposal that direct them to abstain from voting on that Proposal. Any Proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon, and such action will
| 17 |
be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other Proposal. The costs of any additional solicitation and of any adjourned session will be borne by the Funds.
At the time of the preparation of this Proxy Statement, the Trusts’ officers and the Adviser have not been informed of any matters that will be presented for action at the Meeting other than the Proposals listed in the Notice. If other matters are properly presented to the Meeting for action, or any adjournment(s) thereof, the persons named in the properly executed proxies will vote or refrain from voting in accordance with their best judgment on those matters.
Shareholder Proposals at Future Meetings. The Trusts are not required to hold annual or other periodic meetings of shareholders, except as required by the 1940 Act, and do not intend to do so. The next meeting of shareholders will be held at such time as the Trustees of each Trust may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office a reasonable time before the Trust solicits proxies for that meeting, as determined by the Trustees, to be included in the Trust’s proxy statement and form of proxy relating to such meeting, and must satisfy all other federal and state legal requirements.
PLEASE PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD, or COMPLETE, DATE, AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
April 1, 2022
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APPENDIX A
The following table shows the total number of shares outstanding for each class of each Fund as of the Record Date (February 25, 2022).
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Total Return Bond Fund | |
| Class I | 63,996,691.075 |
| Class R5 | 3,375,418.625 |
| Service | 6,126,080.135 |
| Administrative | 1,650,619.781 |
| Class A | 1,193,614.151 |
| Class R4 | 7,062,739.609 |
| Class R3 | 2,098,934.384 |
| MassMutual Strategic Bond Fund | |
| Class I | 32,180,749.183 |
| Class R5 | 6,806,846.144 |
| Service | 4,250,811.248 |
| Administrative | 3,198,889.969 |
| Class A | 2,033,692.939 |
| Class R4 | 2,825,569.586 |
| Class R3 | 680,134.422 |
| MassMutual Select BlackRock Global Allocation Fund | |
| Class I | 60,462,171.846 |
| Class R5 | 168,819.567 |
| Service | 487,819.461 |
| Administrative | 586,742.452 |
| Class A | 213,419.349 |
| Class R4 | 520,570.751 |
| Class R3 | 1,090,164.901 |
| MassMutual Diversified Value Fund | |
| Class I | 18,734,355.446 |
| Class R5 | 4,689,219.478 |
| Service | 1,219,881.022 |
| Administrative | 1,610,172.021 |
| Class A | 2,132,579.276 |
| Class R4 | 994,196.474 |
| Class R3 | 82,598.277 |
| MassMutual Fundamental Value Fund | |
| Class I | 36,134,244.435 |
| Class R5 | 10,389,691.824 |
| Service | 3,216,320.176 |
| Administrative | 4,617,234.052 |
| Class A | 3,059,158.729 |
| Class R4 | 1,057,004.667 |
| Class R3 | 183,122.679 |
| A-1 |
| Class of Shares | Total Number of Shares Outstanding |
| MM S&P 500 Index Fund | |
| Class I | 72,051,196.248 |
| Class R5 | 23,894,353.437 |
| Service | 17,882,314.038 |
| Administrative | 16,521,998.842 |
| Class A | 1,018,621.231 |
| Class R4 | 23,415,650.381 |
| Class R3 | 14,842,204.15 |
| MassMutual Equity Opportunities Fund | |
| Class I | 22,767,500.444 |
| Class R5 | 7,689,303.385 |
| Service | 2,520,654.875 |
| Administrative | 2,738,004.679 |
| Class A | 2,870,617.632 |
| Class R4 | 547,181.614 |
| Class R3 | 251,595.323 |
| MassMutual Fundamental Growth Fund | |
| Class I | 2,698,153.189 |
| Class R5 | 2,206,193.192 |
| Service | 1,543,194.344 |
| Administrative | 1,948,296.023 |
| Class A | 3,996,294.948 |
| Class R4 | 536,236.194 |
| Class R3 | 850,209.134 |
| MassMutual Blue Chip Growth Fund | |
| Class I | 97,167,195.540 |
| Class R5 | 19,867,078.779 |
| Service | 7,377,691.045 |
| Administrative | 10,374,852.479 |
| Class A | 5,147,416.495 |
| Class R4 | 4,665,106.356 |
| Class R3 | 2,248,969.484 |
| MassMutual Growth Opportunities Fund | |
| Class I | 33,519,194.220 |
| Class R5 | 8,684,328.113 |
| Service | 3,689,893.960 |
| Administrative | 6,335,121.754 |
| Class A | 7,333,371.008 |
| Class R4 | 542,773.126 |
| Class R3 | 842,666.185 |
| A-2 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Mid Cap Value Fund | |
| Class I | 9,529,144.499 |
| Class R5 | 88,087.243 |
| Service | 21,456.016 |
| Administrative | 77,271.964 |
| Class A | 122,663.238 |
| Class R4 | 23,327.578 |
| Class R3 | 10,601.683 |
| MassMutual Small Cap Value Equity Fund | |
| Class I | 3,795,765.822 |
| Class R5 | 867,694.374 |
| Service | 282,936.208 |
| Administrative | 255,387.193 |
| Class A | 550,273.341 |
| Class R4 | 140,297.378 |
| Class R3 | 72,641.099 |
| MassMutual Small Company Value Fund | |
| Class I | 1,5817,620.309 |
| Class R5 | 5,399,609.759 |
| Service | 822,369.800 |
| Administrative | 1,221,033.534 |
| Class A | 1,356,765.644 |
| Class R4 | 79,258.306 |
| Class R3 | 42,874.891 |
| MM S&P Mid Cap Index Fund | |
| Class I | 7,756,803.666 |
| Class R5 | 2,265,661.834 |
| Service | 1,270,720.312 |
| Administrative | 2,270,737.986 |
| Class A | 1,570,838.917 |
| Class R4 | 4,843,401.271 |
| Class R3 | 7,155,135.744 |
| MM Russell 2000 Small Cap Index Fund | |
| Class I | 6,781,515.327 |
| Class R5 | 1,501,876.369 |
| Service | 839,775.297 |
| Administrative | 2,242,552.183 |
| Class A | 1,280,611.865 |
| Class R4 | 3,836,203.637 |
| Class R3 | 4,122,347.072 |
| A-3 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Mid Cap Growth Fund | |
| Class I | 225,246,102.576 |
| Class R5 | 56,310,502.088 |
| Service | 10,608,166.804 |
| Administrative | 9,598,531.209 |
| Class A | 7,127,514.485 |
| Class R4 | 4,962,884.887 |
| Class R3 | 1,683,603.476 |
| MassMutual Small Cap Growth Equity Fund | |
| Class I | 30,799,695.038 |
| Class R5 | 8,213,394.043 |
| Service | 2,207,669.229 |
| Administrative | 2,188,720.804 |
| Class A | 2,908,084.430 |
| Class R4 | 1,635,273.269 |
| Class R3 | 676,127.829 |
| MM MSCI EAFE International Index Fund | |
| Class I | 5,247,689.617 |
| Class R5 | 1,217,562.262 |
| Service | 291,453.498 |
| Administrative | 1,865,104.834 |
| Class A | 1,101,737.654 |
| Class R4 | 2,077,024.959 |
| Class R3 | 2,529,190.174 |
| MassMutual Overseas Fund | |
| Class I | 40,491,864.436 |
| Class R5 | 13,607,383.940 |
| Service | 4,872,469.938 |
| Administrative | 1,931,195.509 |
| Class A | 2,298,237.679 |
| Class R4 | 2,409,633.685 |
| Class R3 | 756,073.058 |
| MassMutual Select T. Rowe Price International Equity Fund | |
| Class I | 161,288,465.8 |
| MassMutual 20/80 Allocation Fund | |
| Class I | 1,839,241.084 |
| Class R5 | 836,968.242 |
| Service | 12,483,394.213 |
| Administrative | 2,224,700.759 |
| Class A | 1,794,289.964 |
| Class R4 | 366,817.534 |
| Class R3 | 623,256.5 |
| A-4 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual 40/60 Allocation Fund | |
| Class I | 5,424,104.149 |
| Class R5 | 787,338.931 |
| Service | 1,726,459.091 |
| Administrative | 3,866,298.680 |
| Class A | 5,795,742.879 |
| Class R4 | 3,888,195.460 |
| Class R3 | 1,982,831.701 |
| MassMutual 60/40 Allocation Fund | |
| Class I | 3,516,228.683 |
| Class R5 | 2,033,824.273 |
| Service | 2,658,359.188 |
| Administrative | 5,051,576.060 |
| Class A | 5,640,859.310 |
| Class R4 | 1,036,880.793 |
| Class R3 | 1,288,436.733 |
| MassMutual 80/20 Allocation Fund | |
| Class I | 3,811,614.162 |
| Class R5 | 652,342.371 |
| Service | 1,357,983.051 |
| Administrative | 2,052,309.141 |
| Class A | 2,516,732.632 |
| Class R4 | 1,261,251.719 |
| Class R3 | 1,665,731.404 |
| MassMutual RetireSMART by JPMorgan In Retirement Fund | |
| Class I | 1,412,407.005 |
| Class R5 | 415,662.526 |
| Service | 822,778.424 |
| Administrative | 2,660,979.023 |
| Class A | 1,211,110.553 |
| Class R4 | 1,051,680.884 |
| Class R3 | 1,903,490.633 |
| MassMutual RetireSMART by JPMorgan 2020 Fund | |
| Class I | 3,972,757.816 |
| Class R5 | 2,769,901.733 |
| Service | 1,582,513.000 |
| Administrative | 2,575,457.113 |
| Class A | 2,405,052.956 |
| Class R4 | 1,665,896.356 |
| Class R3 | 4,023,197.002 |
| A-5 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual RetireSMART by JPMorgan 2025 Fund | |
| Class I | 4,519,870.582 |
| Class R5 | 114,955.720 |
| Service | 554,733.692 |
| Administrative | 2,827,849.975 |
| Class A | 1,081,350.688 |
| Class R4 | 2,261,971.729 |
| Class R3 | 4,697,059.943 |
| MassMutual RetireSMART by JPMorgan 2030 Fund | |
| Class I | 5,074,465.091 |
| Class R5 | 6,923,884.941 |
| Service | 2,290,800.499 |
| Administrative | 5,919,777.823 |
| Class A | 3,050,930.181 |
| Class R4 | 2,394,211.695 |
| Class R3 | 7,304,869.964 |
| MassMutual RetireSMART by JPMorgan 2035 Fund | |
| Class I | 3,943,939.885 |
| Class R5 | 285,597.795 |
| Service | 588,224.215 |
| Administrative | 2,498,360.738 |
| Class A | 993,620.844 |
| Class R4 | 1,812,105.238 |
| Class R3 | 4,088,446.126 |
| MassMutual RetireSMART by JPMorgan 2040 Fund | |
| Class I | 4,026,740.371 |
| Class R5 | 4,610,881.587 |
| Service | 1,717,967.083 |
| Administrative | 5,306,534.384 |
| Class A | 1,893,409.887 |
| Class R4 | 1,648,785.173 |
| Class R3 | 4,416,365.469 |
| MassMutual RetireSMART by JPMorgan 2045 Fund | |
| Class I | 2,497,631.865 |
| Class R5 | 109,801.651 |
| Service | 289,072.001 |
| Administrative | 2,033,113.369 |
| Class A | 7,333,96.069 |
| Class R4 | 1,546,512.392 |
| Class R3 | 3,024,756.676 |
| A-6 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual RetireSMART by JPMorgan 2050 Fund | |
| Class I | 3,064,479.507 |
| Class R5 | 5,446,661.520 |
| Service | 1,116,057.098 |
| Administrative | 5,241,614.039 |
| Class A | 1,385,388.573 |
| Class R4 | 1,733,838.379 |
| Class R3 | 3,659,600.566 |
| MassMutual RetireSMART by JPMorgan 2055 Fund | |
| Class I | 1,331,853.786 |
| Class R5 | 93,527.236 |
| Service | 273,541.528 |
| Administrative | 1,070,463.892 |
| Class A | 228,951.732 |
| Class R4 | 701,613.596 |
| Class R3 | 2,301,721.775 |
| MassMutual RetireSMART by JPMorgan 2060 Fund | |
| Class I | 1,252,235.138 |
| Class R5 | 20,738.587 |
| Service | 235,282.750 |
| Administrative | 226,397.948 |
| Class A | 51,137.564 |
| Class R4 | 105,367.280 |
| Class R3 | 137,597.853 |
| MassMutual Select T. Rowe Price Retirement Balanced Fund | |
| Class I | 1,645,305.945 |
| Class M5 | 9,545,983.631 |
| Class M4 | 675,908.143 |
| Class M3 | 336,830.995 |
| MassMutual Select T. Rowe Price Retirement 2005 Fund | |
| Class I | 1,155,840.608 |
| Class M5 | 545,840.046 |
| Class M4 | 181,423.029 |
| Class M3 | 110,288.391 |
| MassMutual Select T. Rowe Price Retirement 2010 Fund | |
| Class I | 4,740,608.003 |
| Class M5 | 2,416,196.719 |
| Class M4 | 1,219,304.292 |
| Class M3 | 808,189.696 |
| MassMutual Select T. Rowe Price Retirement 2015 Fund | |
| Class I | 4,510,918.672 |
| Class M5 | 3,945,097.384 |
| Class M4 | 615,066.196 |
| Class M3 | 431,152.667 |
| A-7 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Select T. Rowe Price Retirement 2020 Fund | |
| Class I | 18,089,651.339 |
| Class M5 | 17,715,763.898 |
| Class M4 | 6,817,548.935 |
| Class M3 | 3,146,200.025 |
| MassMutual Select T. Rowe Price Retirement 2025 Fund | |
| Class I | 21,996,677.282 |
| Class M5 | 11,396,203.316 |
| Class M4 | 5,344,083.345 |
| Class M3 | 2,975,227.64 |
| MassMutual Select T. Rowe Price Retirement 2030 Fund | |
| Class I | 33,318,028.477 |
| Class M5 | 38,103,650.761 |
| Class M4 | 14,196,922.489 |
| Class M3 | 5,784,208.741 |
| MassMutual Select T. Rowe Price Retirement 2035 Fund | |
| Class I | 20,334,127.814 |
| Class M5 | 12,963,896.254 |
| Class M4 | 6,330,644.757 |
| Class M3 | 2,430,726.729 |
| MassMutual Select T. Rowe Price Retirement 2040 Fund | |
| Class I | 22,803,635.914 |
| Class M5 | 33,821,462.584 |
| Class M4 | 11,569,197.998 |
| Class M3 | 4,404,123.391 |
| MassMutual Select T. Rowe Price Retirement 2045 Fund | |
| Class I | 13,420,901.308 |
| Class M5 | 10,508,876.673 |
| Class M4 | 5,477,702.705 |
| Class M3 | 1,770,861.93 |
| MassMutual select T. Rowe Price Retirement 2050 Fund | |
| Class I | 14,434,373.030 |
| Class M5 | 22,199,226.297 |
| Class M4 | 8,319,358.445 |
| Class M3 | 2,988,065.386 |
| MassMutual Select T. Rowe Price Retirement 2055 Fund | |
| Class I | 6,421,300.344 |
| Class M5 | 7,612,905.952 |
| Class M4 | 3,018,049.883 |
| Class M3 | 1,143,490.228 |
| A-8 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Select T. Rowe Price Retirement 2060 Fund | |
| Class I | 3,291,405.109 |
| Class M5 | 2,002,603.266 |
| Class M4 | 1,195,968.170 |
| Class M3 | 357,571.31 |
| MM Equity Asset Fund | |
| Class I | 45,124,852.09 |
| MassMutual Select T. Rowe Price Bond Asset Fund | |
| Class I | 76,001,087.32 |
| MassMutual Select T. Rowe Price Emerging Markets Bond Fund | |
| Class I | 11,406,449.38 |
| MassMutual Select T. Rowe Price Large Cap Blend Fund | |
| Class I | 163,356,999.6 |
| MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund | |
| Class I | 29,314,134.78 |
| MassMutual Select T. Rowe Price Real Assets Fund | |
| Class I | 13,993,286.17 |
| MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund | |
| Class I | 65,501,165.18 |
| MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund | |
| Class I | 16,682,541.68 |
| MassMutual U.S. Government Money Market Fund | |
| Class R5 | 208,720,019.4 |
| MassMutual Inflation-Protected and Income Fund | |
| Class I | 18,173,923.921 |
| Class R5 | 8,075,868.557 |
| Service | 4,557,168.636 |
| Administrative | 1,080,353.984 |
| Class A | 1,140,068.207 |
| Class R4 | 444,592.184 |
| Class R3 | 286,792.639 |
| MassMutual Core Bond Fund | |
| Class I | 60,186,806.279 |
| Class R5 | 20,814,091.466 |
| Service | 4,123,897.826 |
| Administrative | 4,404,060.593 |
| Class A | 4,541,653.135 |
| Class R4 | 571,018.893 |
| Class R3 | 26,803.9 |
| A-9 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Diversified Bond Fund | |
| Class I | 10,175,928.802 |
| Class R5 | 7,217,620.392 |
| Service | 654,933.004 |
| Administrative | 1,151,879.207 |
| Class A | 950,310.771 |
| Class R4 | 467,322.441 |
| Class R3 | 116,381.516 |
| MassMutual Balanced Fund | |
| Class I | 4,980,585.640 |
| Class R5 | 3,269,191.424 |
| Service | 778,096.050 |
| Administrative | 686,055.518 |
| Class A | 1,473,954.714 |
| Class R3 | 1,244,450.004 |
| Class R4 | 524,665.842 |
| MassMutual Disciplined Value Fund | |
| Class I | 2,297,798.059 |
| Class R5 | 1,707,100.733 |
| Service | 1,137,203.904 |
| Administrative | 119,406.507 |
| Class A | 457,832.802 |
| Class R4 | 107,884.251 |
| Class R3 | 309,988.454 |
| MassMutual Main Street Fund | |
| Class I | 2,348,121.345 |
| Class R5 | 3,811,236.116 |
| Service | 11,074.535 |
| Administrative | 2,129,972.816 |
| Class A | 916,297.724 |
| Class R4 | 721,247.110 |
| Class R3 | 91,337.909 |
| MassMutual Disciplined Growth Fund | |
| Class I | 3,354,724.091 |
| Class R5 | 9,908,703.200 |
| Service | 2,561,708.830 |
| Administrative | 3,306,851.752 |
| Class A | 2,308,446.170 |
| Class R4 | 874,599.603 |
| Class R3 | 543,193.29 |
| A-10 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual Small Cap Opportunities Fund | |
| Class I | 4,952,224.662 |
| Class R5 | 7,496,457.117 |
| Service | 1,174,966.282 |
| Administrative | 1,491,572.099 |
| Class A | 3,098,627.828 |
| Class R4 | 904,748.250 |
| Class R3 | 560,701.799 |
| MassMutual Global Fund | |
| Class I | 5,630,498.625 |
| Class R5 | 6,056,383.208 |
| Service | 520,366.784 |
| Administrative | 4,757,754.667 |
| Class A | 1,033,049.892 |
| Class R4 | 893,366.178 |
| Class R3 | 808,111.57 |
| MassMutual International Equity Fund | |
| Class I | 9,615,052.619 |
| Class R5 | 4,848,779.758 |
| Service | 381,394.953 |
| Administrative | 273,638.778 |
| Class A | 1,454,145.305 |
| Class R4 | 130,999.414 |
| Class R3 | 324,017.347 |
| MassMutual Strategic Emerging Markets Fund | |
| Class I | 12,551,345.907 |
| Class R5 | 228,202.878 |
| Service | 196,954.820 |
| Administrative | 22,702.282 |
| Class A | 50,167.850 |
| Class R4 | 35,301.492 |
| Class R3 | 94,017.699 |
| MassMutual Short-Duration Bond Fund | |
| Class I | 18,063,871.550 |
| Class R5 | 5,856,294.790 |
| Service | 269,367.242 |
| Administrative | 1,374,622.285 |
| Class A | 1,546,146.626 |
| Class R4 | 1,071,847.214 |
| Class R3 | 1,255,898.255 |
| Class Y | 80,632,931.033 |
| Class L | 11,231,757.598 |
| Class C | 138,553.888 |
| A-11 |
| Class of Shares | Total Number of Shares Outstanding |
| MassMutual High Yield Fund | |
| Class I | 38,330,317.518 |
| Class R5 | 4,760,904.052 |
| Service | 3,100,516.585 |
| Administrative | 2,153,929.737 |
| Class A | 1,367,073.970 |
| Class R4 | 4,454,045.503 |
| Class R3 | 3,555,043.330 |
| Class Y | 3,201,963.857 |
| Class C | 11,017.323 |
| MassMutual Global Floating Rate Fund | |
| Class I | 9,820,149.536 |
| Class Y | 32,709,944.248 |
| Class L | 5,935,555.266 |
| Class C | 802,239.230 |
| MassMutual Global Credit Income Opportunities Fund | |
| Class I | 723,586.544 |
| Class Y | 9,040,074.970 |
| Class L | 6,696,288.309 |
| Class C | 613,598.203 |
| MassMutual Emerging Markets Debt Blended Total Return Fund | |
| Class I | 91.824 |
| Class Y | 11,526,941.697 |
| Class L | 1,449,053.705 |
| Class C | 73,692.513 |
| MassMutual Global Emerging Markets Equity Fund | |
| Class I | 490,000.000 |
| Class Y | 505,779.109 |
| Class L | 10,000.000 |
| Class C | 10,000.000 |
| A-12 |
APPENDIX B
Audit Committee Charter
Amended and Restated as of January 5, 2012,
as further amended as of May 15, 2013,
as further amended as of May 14, 2014
as further amended as of September 14, 2017
as further amended as of June 16, 2021
| 1. | The Audit Committee (the “Committee”) of the MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II (the “Trusts”) shall be composed entirely of Independent Trustees.1 The Committee has adopted this Audit Committee Charter (the “Charter”) to govern its activities. |
| 2. | The purposes of the Committee are: |
| (a) | to oversee the Trusts’ accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; |
| (b) | to oversee the quality and objectivity of the financial statements of the Trusts’ series (each a “Fund” and collectively, the “Funds”) and the independent audit thereof; |
| (c) | to act as a liaison between the Trusts’ independent registered public accounting firm (the “independent auditors”) and the full Board of Trustees (the “Board”); and |
| (d) | to provide immediate access for the Trusts’ independent auditors to report any special matters they believe should be brought to the attention of the full Board. |
The function of the Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control, the independent auditors’ responsibility to plan and carry out a proper audit, and management’s and the independent auditors’ responsibility to determine that the Funds’ financial statements are accurate and complete and in accordance with generally accepted accounting principles (“GAAP”). Each member of the Committee shall be entitled to rely on the accuracy of the financial and other information provided, and the representations made, to the Committee by the independent auditors, management, and the Funds’ investment adviser or its affiliates. Accordingly, the Committee’s oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by a Fund to its shareholders and others.
| 3. | To carry out its purposes and responsibilities, the Committee shall have the duty and power to: |
| (a) | approve and recommend to the full board the selection, retention, or termination of independent auditors and, in connection therewith, to evaluate the independence of such auditors, including whether such auditors’ independence is jeopardized by their provision of services to the Funds’ investment adviser or its affiliates, to request such information as the Committee deems appropriate in connection therewith, and to receive such auditors’ specific representations as to their independence; including considering whether the auditor’s provision of permissible non-audit services is compatible with the auditor’s independence; |
| (b) | discuss with the independent auditor the matters required to be discussed under the standards of the PCAOB |
| (c) | periodically review and evaluate the experience and qualifications of lead partner and other senior members of the independent auditors’ team and confirm the regular rotation of the lead audit partner and reviewing partner, as required by Section 203 of the Sarbanes-Oxley Act, and present its conclusions to the full board; |
| (d) | receive and consider reports on the audit results of the independent auditors and the extent and quality of their audit(s); |
| 1 | For purposes of this Charter, an “Independent Trustee” shall mean a Trustee who is not an “interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Trusts. |
| B-1 |
| (e) | obtain and review, at least annually, a report by the independent auditors describing: the independent auditors’ internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and all relationships between the independent auditors and each Fund, including the disclosures required by any applicable Independence Standards Board Standard. The Committee shall engage in an active dialogue with the independent auditors concerning any disclosed relationships or services that might impact the objectivity and independence of such auditors; including considering whether the auditor’s provision of permissible non-audit services is compatible with the auditor’s independence; |
| (f) | meet with the Trusts’ independent auditors, including private meetings, as necessary: (i) to review the arrangements for and scope of the annual audit and any special audits; (ii) to discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by such auditors, or other results of said audit(s); (iii) to consider such auditors’ comments with respect to the Trusts’ critical accounting policies, procedures, and internal accounting controls, and management’s responses thereto; and (iv) to review the opinion that such auditors propose to render to the Board and the Funds’ shareholders; |
| (g) | consider the effect upon the Funds of any changes in accounting principles or practices proposed by management or the independent auditors; |
| (h) | pre-approve, to the extent required by applicable regulations: (i) all audit and permitted non-audit services rendered to the Trusts by the independent auditors; and (ii) all permitted non-audit services that relate directly to the Trusts’ operations or financial reporting provided by the independent auditors to: (A) the Funds’ investment adviser; or (B) any entity controlling, controlled by, or under common control with the investment adviser, if that entity provides ongoing services to the Funds; and review the fees charged by such auditors for such audit and non-audit services; provided, however, that the Committee may implement policies and procedures pursuant to which eligible services are pre-approved other than by the full Committee, subject to the requirement that the full Committee be notified in a timely manner of each such services; |
| (i) | receive, to the extent required by applicable regulations, from the Trusts’ independent auditors reports regarding: (i) all critical accounting policies and practices to be used in preparing the Funds’ financial statements; (ii) all alternative treatments within GAAP for policies and practices related to material items that have been discussed with management of the Trusts, including: (A) ramifications of the use of such alternative disclosures and treatments; and (B) the treatment preferred by the independent auditors; (iii) other material written communications between the independent auditors and the Trusts’ management, such as any management letter or schedule of unadjusted differences; (iv) non-audit services provided to certain affiliates of the Funds that were not pre-approved by the Committee; and (v) such other matters as are required by applicable law or regulation; and to take in each case such actions as deemed appropriate in connection therewith; |
| (j) | receive, to the extent required by applicable regulations, from the Trusts’ principal executive officer and principal financial officer disclosure concerning: (i) all significant deficiencies in the design or operation of internal controls that could adversely affect the Trusts’ ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Trusts’ internal controls, and to take such actions as are deemed appropriate in connection therewith; |
| (k) | review with Trust management, the Trusts’ independent auditors and, if appropriate, the Trusts’ counsel and counsel to the Independent Trustees, any correspondence with regulators or governmental agencies that raises material issues regarding the Trusts’ financial statements, financial results, accounting policies, or internal controls; |
| (l) | investigate, or oversee the investigation of, any reported improprieties or suspected improprieties in Fund operations relating to the Trusts’ accounting and financial reporting policies and practices and its internal controls; |
| B-2 |
| (m) | review such other matters or information that the Committee believes may be relevant to the independent auditors, the audit engagement, or the Trusts’ financial policies and procedures or internal accounting controls, report its activities to the full Board on a regular basis and make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate; |
| (n) | meet quarterly with the Trusts’ Chief Compliance Officer (the “CCO”), at least annually without the presence of management; and provide a forum for the discussion of any compliance concerns that need to be addressed, and report the same to the full Board along with appropriate recommendations regarding the resolution of such concerns; |
| (o) | evaluate, at least annually, the overall performance of the CCO and report its findings to the full Board; |
| (p) | evaluate, at least annually, the compensation of the CCO and make appropriate recommendations to the full Board regarding the approval thereof; |
| (q) | consider any proposals to remove the CCO and make appropriate recommendations to the full Board; |
| (r) | evaluate any proposed replacement of the CCO and such candidate’s proposed compensation and make appropriate recommendations to the full Board; |
| (s) | review the Valuation Committee Charter periodically, and make such recommendations to the full Board with respect to amendments to the Valuation Committee Charter or the Trusts’ Securities Pricing Procedures utilized by the Valuation Committee to “fair value” securities as it deems necessary; and |
| (t) | establish procedures for the receipt, retention, and treatment of complaints received by a Fund regarding accounting, internal accounting controls, or auditing matters, as and when required by applicable rules. |
| 4. | The Committee shall meet on a regular basis as needed and is empowered to hold special meetings as circumstances require. In addition, the Committee shall keep written minutes of its meetings and a copy of all materials presented in connection with such meetings, which minutes and materials shall be maintained with the Trusts’ books and records. |
| 5. | The Committee shall meet with the Treasurer of the Trusts and with internal auditors, if any, for MML Investment Advisers, LLC, periodically to review and discuss such matters or information that the Committee believes may be relevant to the independent auditors, the audit engagement, the Trusts’ financial condition and results, or the Trusts’ financial policies, procedures, and internal controls, or as otherwise necessary or appropriate in connection with the Committee’s duties hereunder. The Committee may request any officer or employee of the Trusts or any of the Trusts’ service providers, the Trusts’ counsel, counsel to the Independent Trustees, or independent auditors, to attend a meeting of the Committee or to meet with any member of, or consultant to, the Committee. |
| 6. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). |
| 7. | One member of the Committee shall be appointed as chair by the Board. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Board, as appropriate. |
| 8. | The designation by the Board of a Committee member as an “audit committee financial expert,” within the meaning of the rules under the Sarbanes-Oxley Act, shall not impose any greater responsibility or liability on that member than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board. |
| 9. | The Committee shall review this Charter as necessary and recommend any changes to the full Board. |
| B-3 |
APPENDIX C
Nominating and Governance Committee Charter
(Amended and Restated as of December 21, 2021)
This charter sets forth the purpose, operating guidelines, and responsibilities of the Nominating and Governance Committee (the “Committee”) of the Board of Trustees (the “Board”) of the MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II (together, the “Funds” or the “Trusts”). The charter is reviewed and approved periodically by the Committee.
Statement of Purposes and Responsibilities
The primary purposes and responsibilities of the Committee are as follows:
| (i) | To identify, and evaluate the qualifications of, individuals to become independent1 members of the Funds’ Board in the event that a position currently filled by an Independent Trustee is vacated or created; |
| (ii) | To nominate the Independent Trustee nominees for election or appointment to the Board; |
| (iii) | To set any necessary standards or qualifications for service on the Board; |
| (iv) | To recommend periodically to the full Board an Independent Trustee to serve as Chairperson (such Chairperson to serve for a term of three years but not more than two consecutive terms); |
| (v) | To evaluate at least annually the independence (under Rule 0-1(a)(6) under the 1940 Act) and overall performance of counsel to the Independent Trustees; |
| (vi) | To annually review the compensation of the Independent Trustees as set forth in the Trustee Compensation Policy and make recommendations to the full Board regarding such compensation; |
| (vii) | with the assistance of counsel to the Trusts, to monitor and evaluate industry and legal developments with respect to fund governance matters, in order to ensure compliance with all applicable requirements and with a view to identifying and recommending “best practices” to the Board; | |
| (viii) | to monitor and evaluate the structure, membership, size, responsibilities, and procedures of the Board and all Board committees, including the allocation of specific tasks and responsibilities among all Board committees, consistent with the intent of the charter of each such committee, and to make recommendations to the Board regarding the same; |
| (ix) | to study and recommend to the Board procedures for evaluating the performance of Trustees and Board committees; |
| (x) | receive reports of Covered Persons under the Trusts’ Sarbanes-Oxley Code of Ethics, consider what action to take in the event of a violation of such Code, consider any requests for a waiver of any provision of such Code, and make recommendations regarding the Code; |
| (xi) | consider and address any conflicts concerning the Trusts brought to the attention of the Committee relating to governance, including particularly any issues that may arise concerning any officer or Trustee positions, direct or indirect financial interests or relationships involving any Independent Trustee, or any member of the immediate family thereof, and any of the persons or entities identified in response to Item 17(b)(7)(i) to (viii) of Form N-1A (see Appendix A), whether or not required to be disclosed in response to Item 17(b)(7) to (9) of Form N-1A; |
| (xii) | consider and make recommendations to the Board at least annually concerning the Trusts’ directors and officers liability insurance coverage; |
| 1 | For purposes of this Charter, an “Independent Trustee” shall mean a Trustee who is not an “interested person,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds. |
| C-1 |
| (xiii) | to consider, with the assistance of counsel, any issues or controversies arising as to whether or not a Trustee designated as an Independent Trustee in fact satisfies all of the criteria for such status (whether imposed by law or such more stringent policies as may be adopted) and to make recommendations to the Board regarding the same; |
| (xiv) | to establish guidelines on corporate governance matters; and |
| (xv) | To review this Charter periodically and recommend any changes to the full Board. |
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Funds.
The nomination of interested Trustees shall be the responsibility of the entire Board.
Operating Guidelines
The Board of the Funds shall appoint at least three members to serve on the Committee and shall also designate one Committee member to serve as Chair. The Chair shall serve a term of three years, with no limit on the number of terms that may be served. All members of the Committee shall be Independent Trustees. At the invitation of the Committee, Trustees who are non-Committee members may attend all or part of any meetings of the Committee.
The Committee will meet at least twice per calendar year. Additional meetings may be held as deemed appropriate by the Committee, or as called by the Chair.
Except as provided by law, the following provisions shall govern the conduct of Committee meetings:
Notice. Notice shall be given as provided for meetings of the full Board of the Funds.
Quorum. At any Committee meeting, a majority of the Committee members then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Action by Vote. When a quorum is present at any meeting, a majority of Committee members present may take any action.
Action by Writing. Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing and such written consents are filed with the records of the meetings of the Committee. Such consent shall be treated for all purposes as a vote taken at a Committee meeting.
Presence Through Communications Equipment. The members of the Committee may participate in a Committee meeting by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
Reports. The Committee shall report to the Board concerning its activities.
Identification of Independent Trustee Nominees
(a) Identification of Independent Trustee Nominees. In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Funds’ current Trustees, (ii) the Funds’ officers, (ii) the Funds’ investment adviser(s), (iv) the Funds’ shareholders (see below), and (v) any other source the Committee deems to be appropriate (e.g., executive search firms).
(b) Consideration of Independent Trustee Candidates Recommended by Fund Shareholders. The Committee will consider and evaluate nominee candidates properly submitted by shareholders in the same manner as it considers and evaluates candidates recommended by other sources. To be considered properly submitted, shareholder recommendations for Independent Trustee candidates must be submitted in accordance with the requirements of Appendix B.
| C-2 |
Qualifications for Independent Trustee Nominees
The Committee requires that all Independent Trustee candidates have a college degree or, in the judgment of the Committee, equivalent business experience. The Committee may take into account a wide variety of factors in considering Independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
| (i) | availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; |
| (ii) | relevant industry and related experience; |
| (iii) | educational background; |
| (iv) | depth and breadth of financial expertise, including whether the candidate would qualify as an “independent” “audit committee financial expert” as those terms are defined in Item 3 of Form N-CSR; |
| (v) | whether, and to what extent, a candidate’s background, experience, and skills would complement the background, experience, and skills of the Board’s existing Trustees; and |
| (vi) | an assessment of the candidate’s ability, judgment, expertise, reputation, and integrity. |
In the case of a shareholder recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder.
Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs.
Governance Function
The Committee will develop, recommend to the Board, and periodically review, as needed, guidelines on corporate governance matters (“Governance Guidelines”). Such guidelines will include policies with respect to:
| (i) | the training and orientation of Trustees on an ongoing basis (the Committee strongly encourages each Trustee to attend at least two educational activities per calendar year); |
| (ii) | the establishment and revision, as needed, of the committee structure of the Board; |
| (iii) | the periodic evaluation of Trustee and committee performance; |
| (iv) | attendance at, and conduct of, Board meetings; |
| (v) | the conduct of any investigation by the Board; |
| (vi) | retirement policies concerning Trustees and succession planning concerning transitional Board membership, as applicable, and a plan for any change in Board membership, if needed, to comply with Board composition requirements within the period specified by Rule 10e-1 under the 1940 Act; |
| (vii) | service by Trustees as officers or directors/trustees of other investment company complexes and public companies and other activities which may affect the operation of the Trusts or the Board; |
| (viii) | ownership by Trustees of shares of the various funds comprising the Trusts; |
| (x) | the adoption of any “independence” standards applicable to Independent Trustees more stringent than the requirement not to be an “interested person” as defined in Section 2(a)(19) of the 1940 Act, as the Committee determines appropriate; and |
| (xi) | in general, the conduct of business by the Board, the Trusts and the Trusts’ investment adviser and subadvisers in accordance with high standards of integrity. |
| C-3 |
Appendix A
Item 17. Management of the Fund
Instructions.
1. For purposes of this Item 17, the terms below have the following meanings:
(a) The term “family of investment companies” means any two or more registered investment companies that:
(1) Share the same investment adviser or principal underwriter; and
(2) Hold themselves out to investors as related companies for purposes of investment and investor services.
(b) The term “fund complex” means two or more registered investment companies that:
(1) Hold themselves out to investors as related companies for purposes of investment and investor services; or
(2) Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.
(c) The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in section 152 of the Internal Revenue Code (26 U.S.C. 152).
(d) The term “officer” means the president, vice-president, secretary, treasurer, controller, or any other officer who performs policy-making functions.
2. When providing information about directors, furnish information for directors who are interested persons of the Fund separately from the information for directors who are not interested persons of the Fund. For example, when furnishing information in a table, you should provide separate tables (or separate sections of a single table) for directors who are interested persons and for directors who are not interested persons. When furnishing information in narrative form, indicate by heading or otherwise the directors who are interested persons and the directors who are not interested persons.
…
(7) Describe briefly any material interest, direct or indirect, of any director who is not an interested person of the Fund, or immediate family member of the director, in any transaction, or series of similar transactions, during the two most recently completed calendar years, in which the amount involved exceeds $120,000 and to which any of the following persons was a party:
(i) The Fund;
(ii) An officer of the Fund;
(iii) An investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a-3(c)(1) and (c)(7)), having the same investment adviser or principal underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(iv) An officer of an investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) (15 U.S.C. 80a- 3(c)(1) and (c)(7)), having the same investment adviser or principal underwriter as the Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with an investment adviser or principal underwriter of the Fund;
(v) An investment adviser or principal underwriter of the Fund;
(vi) An officer of an investment adviser or principal underwriter of the Fund;
(vii) A person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund; or
| A-1 |
(viii) An officer of a person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund.
Instructions.
1. Include the name of each director or immediate family member whose interest in any transaction or series of similar transactions is described and the nature of the circumstances by reason of which the interest is required to be described.
2. State the nature of the interest, the approximate dollar amount involved in the transaction, and, where practicable, the approximate dollar amount of the interest.
3. In computing the amount involved in the transaction or series of similar transactions, include all periodic payments in the case of any lease or other agreement providing for periodic payments.
4. Compute the amount of the interest of any director or immediate family member of the director without regard to the amount of profit or loss involved in the transaction(s).
5. As to any transaction involving the purchase or sale of assets, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost to the seller. Describe the method used in determining the purchase or sale price and the name of the person making the determination.
6. Disclose indirect, as well as direct, material interests in transactions. A person who has a position or relationship with, or interest in, a company that engages in a transaction with one of the persons listed in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 may have an indirect interest in the transaction by reason of the position, relationship, or interest. The interest in the transaction, however, will not be deemed “material” within the meaning of paragraph (b)(7) of this Item 17 where the interest of the director or immediate family member arises solely from the holding of an equity interest (including a limited partnership interest, but excluding a general partnership interest) or a creditor interest in a company that is a party to the transaction with one of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17, and the transaction is not material to the company.
7. The materiality of any interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.
8. No information need be given as to any transaction where the interest of the director or immediate family member arises solely from the ownership of securities of a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 and the director or immediate family member receives no extra or special benefit not shared on a pro rata basis by all holders of the class of securities.
9. Transactions include loans, lines of credit, and other indebtedness. For indebtedness, indicate the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and the transaction in which it was incurred, the amount outstanding as of the end of the most recently completed calendar year, and the rate of interest paid or charged.
10. No information need be given as to any routine, retail transaction. For example, the Fund need not disclose that a director has a credit card, bank or brokerage account, residential mortgage, or insurance policy with a person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item 17 unless the director is accorded special treatment.
| A-2 |
Appendix B
Procedures for Shareholders to Submit Nominee Candidates
A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.
| 1. | The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Funds’ Nominating and Governance Committee, to the attention of the Secretary, at the address of the principal executive offices of the Funds. |
| 2. | The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Funds at least 60 calendar days before the date of the meeting at which the Committee is to select a nominee for Independent Trustee. |
| 3. | The Shareholder Recommendation must include: |
| (i) | a statement in writing setting forth: |
| (A) | the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Candidate”), including an explanation of why the shareholder believes the Candidate will make a good Trustee; |
| (B) | the class or series and number of all shares of the Funds owned of record or beneficially by the Candidate, as reported to such shareholder by the Candidate; |
| (C) | any other information regarding the Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Funds); |
| (D) | any other information regarding the Candidate that would be required to be disclosed if the Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and |
| (E) | whether the recommending shareholder believes that the Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Candidate that will be sufficient for the Funds to make such determination; |
| (ii) | the written and signed consent of the Candidate to be named as a nominee, consenting to: (1) the disclosure, as may be necessary or appropriate, of such Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee, if elected; |
| (iii) | the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series and class of the Funds owned beneficially and of record by the recommending shareholder; |
| (iv) | a description of all arrangements or understandings between the recommending shareholder and the Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and |
| (v) | such other information as the Committee may require the Candidate to furnish, as the Committee may reasonably require or deem necessary to determine the eligibility of such Candidate to serve as a Trustee, or to satisfy applicable law. |
| B-1 |
APPENDIX D
TRUSTEE COMPENSATION
The table below shows (i) compensation paid to the Trustees by each Fund for its most recently completed fiscal year (ending September 30, 2021) and (ii) the total compensation received by each Trustee from the MassMutual fund complex for the period ending September 30, 2021. The Trusts have no pension or retirement plan, but do have deferred compensation plans. The MassMutual Select Funds plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited at a rate of interest of eight percent (8%). Amounts deferred after July 1, 2008, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Premier Funds plan provides for amounts deferred prior to January 1, 2012, plus interest, to be credited at a rate of interest equal to that of the U.S. Corporate Bond Index as of January 1, 2012, to be reset every two years. Amounts deferred after January 1, 2012, plus or minus earnings, are “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee. The MassMutual Advantage Funds plan provides for amounts deferred, plus or minus earnings, to be “shadow invested.” These amounts are valued based on changes in the values of one or more registered investment companies overseen by a Trustee.
Interested Trustees receive no compensation from the Funds for their services as Trustees. The table includes information for Mr. Alan Hunter, Jr., who is expected to retire in June 2022 under the Board’s retirement policy and is not standing for re-election. This table does not include information for Mr. R. Bradford Malt, Ms. Cynthia R. Plouché, and Mr. Jason J. Price because they did not serve as a Trustee of the Board during any Fund’s recently completed fiscal year or during the calendar year 2021. Messrs. Fanning and Noreen, as employees of MassMutual, received no compensation for their roles as Trustee to the Trust.
| MassMutual
Total Return Bond Fund |
MassMutual
Strategic Bond Fund | |||
| Trustees | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses |
| Allan W. Blair | $4,181.87 | $3,454.97 | ||
| Nabil N. El-Hage | $4,287.47 | $2,748.24 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $3,947.82 | $3,270.47 | ||
| R. Alan Hunter, Jr. | $5,361.12 | $4,429.34 | ||
| Robert E. Joyal1 | ||||
| C. Ann Merrifield | $3,911.34 | $3,231.00 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $4,155.49 | $3,430.17 | ||
| 1 | Robert E. Joyal retired from the Board as of December 31, 2020. |
| D-1 |
| MassMutual
Select BlackRock Global Allocation Fund |
MassMutual
Diversified Value Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,026.59 | $1,713.82 | ||
| Nabil N. El-Hage | $3,110.38 | $1,761.79 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $2,789.26 | $1,561.83 | ||
| R. Alan Hunter, Jr. | $3,882.32 | $2,199.10 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $2,831.13 | $1,603.86 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,001.85 | $1,700.46 | ||
| MassMutual
Fundamental Value Fund |
MM S&P 500 Index Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $2,673.11 | $15,312.93 | ||
| Nabil N. El-Hage | $2,747.35 | $15,715.50 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $2,477.66 | $14,251.26 | ||
| R. Alan Hunter, Jr. | $3,429.06 | $19,637.24 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $2,501.68 | $14,326.23 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $2,654.76 | $15,216.49 | ||
| MassMutual
Equity Opportunities Fund |
MassMutual
Fundamental Growth Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,464.48 | $303.93 | ||
| Nabil N. El-Hage | $3,554.90 | $311.49 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $3,227.17 | $295.80 | ||
| R. Alan Hunter, Jr. | $4,442.67 | $389.63 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $3,241.46 | $284.11 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,427.31 | $303.97 | ||
| D-2 |
| MassMutual
Blue Chip Growth Fund |
MassMutual
Growth Opportunities Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $20,171.14 | $2,364.78 | ||
| Nabil N. El-Hage | $20,691.82 | $2,427.21 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $18,874.29 | $2,226.53 | ||
| R. Alan Hunter, Jr. | $25,865.63 | $3,032.30 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $18,866.75 | $2,211.45 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $19,957.38 | $2,346.08 | ||
| MassMutual
Mid Cap Value Fund |
MassMutual
Small Cap Value Equity Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $523.10 | $399.49 | ||
| Nabil N. El-Hage | $537.56 | $411.02 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $482.08 | $371.67 | ||
| R. Alan Hunter, Jr. | $671.10 | $512.54 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $489.63 | $373.92 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $517.61 | $395.39 | ||
| MassMutual
Small Company Value Fund |
MM S&P Mid Cap Index Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,001.31 | $1,979.39 | ||
| Nabil N. El-Hage | $1,033.39 | $2,036.13 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $873.20 | $1,810.75 | ||
| R. Alan Hunter, Jr. | $1,285.95 | $2,539.64 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $938.15 | $1,852.65 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $993.24 | $1,967.11 | ||
| D-3 |
| MM
Russell 2000 Small Cap Index Fund |
MassMutual
Mid Cap Growth Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,404.53 | $42,768.93 | ||
| Nabil N. El-Hage | $1,446.94 | $43,922.65 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,281.76 | $39,915.70 | ||
| R. Alan Hunter, Jr. | $1,802.36 | $54,852.13 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,314.74 | $40,003.53 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,393.57 | $42,418.64 | ||
| MassMutual
Small Cap Growth Equity Fund |
MM
MSCI EAFE International Index Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,181.71 | $965.98 | ||
| Nabil N. El-Hage | $3,276.19 | $990.95 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $2,910.00 | $907.40 | ||
| R. Alan Hunter, Jr. | $4,082.95 | $1,238.54 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $2,976.50 | $903.46 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,150.57 | $960.25 | ||
| MassMutual
Overseas Fund |
MassMutual
Select T. Rowe Price International Equity Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | ||
| Allan W. Blair | $3,127.94 | $6,879.98 | ||
| Nabil N. El-Hage | $3,213.17 | $7,081.99 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $2,890.99 | $6,322.84 | ||
| R. Alan Hunter, Jr. | $4,012.42 | $8,825.19 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $2,925.75 | $6,492.43 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,095.85 | $6,802.33 | ||
| D-4 |
| MassMutual
20/80 Allocation Fund |
MassMutual
40/60 Allocation Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $963.76 | $1,055.21 | ||
| Nabil N. El-Hage | $988.13 | $1,082.18 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $911.72 | $996.17 | ||
| R. Alan Hunter, Jr. | $1,235.57 | $1,352.85 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $901.46 | $987.05 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $958.61 | $1,048.30 | ||
| MassMutual
60/40 Allocation Fund |
MassMutual
80/20 Allocation Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,002.16 | $660.19 | ||
| Nabil N. El-Hage | $1,028.28 | $677.90 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $936.43 | $611.36 | ||
| R. Alan Hunter, Jr. | $1,285.10 | $846.76 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $937.58 | $617.63 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $994.51 | $654.99 | ||
| MassMutual RetireSMART by JPMorgan In Retirement Fund | MassMutual RetireSMART by JPMorgan 2020 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $864.18 | $1,580.57 | ||
| Nabil N. El-Hage | $884.87 | $1,619.74 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $828.98 | $1,508.60 | ||
| R. Alan Hunter, Jr. | $1,107.84 | $2,026.40 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $808.18 | $1,478.13 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $857.71 | $1,568.66 | ||
| D-5 |
| MassMutual RetireSMART by JPMorgan 2025 Fund | MassMutual RetireSMART by JPMorgan 2030 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,256.13 | $2,188.15 | ||
| Nabil N. El-Hage | $1,288.79 | $2,243.54 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,183.76 | $2,063.41 | ||
| R. Alan Hunter, Jr. | $1,611.03 | $2,805.82 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,174.65 | $2,046.78 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,245.80 | $2,168.76 | ||
| MassMutual RetireSMART by JPMorgan 2035 Fund | MassMutual RetireSMART by JPMorgan 2040 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $992.25 | $1,453.55 | ||
| Nabil N. El-Hage | $1,018.50 | $1,491.99 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $925.95 | $1,354.09 | ||
| R. Alan Hunter, Jr. | $1,272.77 | $1,864.43 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $928.08 | $1,359.72 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $983.19 | $1,439.87 | ||
| MassMutual RetireSMART by JPMorgan 2045 Fund | MassMutual RetireSMART by JPMorgan 2050 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $683.14 | $903.68 | ||
| Nabil N. El-Hage | $701.71 | $927.71 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $632.02 | $837.66 | ||
| R. Alan Hunter, Jr. | $876.49 | $1,159.22 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $638.95 | $845.42 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $676.59 | $894.89 | ||
| D-6 |
| MassMutual RetireSMART by JPMorgan 2055 Fund | MassMutual RetireSMART by JPMorgan 2060 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $308.95 | $91.79 | ||
| Nabil N. El-Hage | $317.47 | $94.32 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $284.33 | $83.86 | ||
| R. Alan Hunter, Jr. | $396.41 | $117.75 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $288.99 | $85.85 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $305.90 | $90.83 | ||
| MassMutual Select T. Rowe Price Retirement Balanced Fund | MassMutual Select T. Rowe Price Retirement 2005 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $811.85 | $151.52 | ||
| Nabil N. El-Hage | $834.05 | $155.63 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $761.50 | $144.25 | ||
| R. Alan Hunter, Jr. | $937.33 | $175.20 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $759.24 | $141.81 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $802.94 | $149.97 | ||
| MassMutual Select T. Rowe Price Retirement 2010 Fund | MassMutual Select T. Rowe Price Retirement 2015 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $668.21 | $678.93 | ||
| Nabil N. El-Hage | $686.46 | $697.51 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $634.44 | $637.55 | ||
| R. Alan Hunter, Jr. | $771.43 | $783.63 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $625.17 | $635.10 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $661.14 | $671.65 | ||
| D-7 |
| MassMutual Select T. Rowe Price Retirement 2020 Fund | MassMutual Select T. Rowe Price Retirement 2025 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,484.57 | $2,897.56 | ||
| Nabil N. El-Hage | $3,579.84 | $2,976.80 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $3,303.47 | $2,711.10 | ||
| R. Alan Hunter, Jr. | $4,024.24 | $3,341.56 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $3,260.16 | $2,714.02 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,447.72 | $2,870.16 | ||
| MassMutual Select T. Rowe Price Retirement 2030 Fund | MassMutual Select T. Rowe Price Retirement 2035 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $6,549.07 | $2,848.43 | ||
| Nabil N. El-Hage | $6,728.27 | $2,926.39 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $6,124.25 | $2,636.20 | ||
| R. Alan Hunter, Jr. | $7,552.61 | $3,281.34 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $6,135.81 | $2,670.86 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $6,488.86 | $2,824.53 | ||
| MassMutual Select T. Rowe Price Retirement 2040 Fund | MassMutual Select T. Rowe Price Retirement 2045 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $5,218.48 | $2,063.08 | ||
| Nabil N. El-Hage | $5,361.28 | $2,119.54 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $5,902.22 | $1,907.04 | ||
| R. Alan Hunter, Jr. | $6,013.84 | $2,376.42 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $4,893.39 | $1,934.79 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $5,174.89 | $2,046.12 | ||
| D-8 |
| MassMutual Select T. Rowe Price Retirement 2050 Fund | MassMutual Select T. Rowe Price Retirement 2055 Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,270.86 | $1,126.39 | ||
| Nabil N. El-Hage | $3,360.38 | $1,157.24 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $3,022.29 | $1,037.12 | ||
| R. Alan Hunter, Jr. | $3,767.49 | $1,296.84 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $3,067.77 | $1,057.03 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,244.29 | $1,117.84 | ||
| MassMutual Select T. Rowe Price Retirement 2060 Fund | MM
Equity Asset Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $339.12 | $1,997.05 | ||
| Nabil N. El-Hage | $348.42 | $2,048.19 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $306.02 | $1,893.98 | ||
| R. Alan Hunter, Jr. | $389.78 | $2,559.90 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $318.96 | $1,883.72 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $337.30 | $1,973.96 | ||
| MassMutual Select T. Rowe Price Bond Asset Fund | MassMutual Select T. Rowe Price Emerging Markets Bond Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $3,468.91 | $497.45 | ||
| Nabil N. El-Hage | $3,559.16 | $510.25 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $3,283.57 | $472.70 | ||
| R. Alan Hunter, Jr. | $4,446.45 | $637.52 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $3,271.96 | $469.05 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $3,423.74 | $491.81 | ||
| D-9 |
| MassMutual Select T. Rowe Price Large Cap Blend Fund | MassMutual
Select T. Rowe Price Limited Duration Inflation Focused Bond Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $9,027.50 | $977.37 | ||
| Nabil N. El-Hage | $9,285.76 | $1,006.57 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $8,283.63 | $861.74 | ||
| R. Alan Hunter, Jr. | $11,579.98 | $1,254.27 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $8,518.69 | $922.46 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $8,910.15 | $966.90 | ||
| MassMutual Select T. Rowe Price Real Assets Fund | MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $562.88 | $3,904.95 | ||
| Nabil N. El-Hage | $580.43 | $4,018.66 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $493.66 | $3,611.41 | ||
| R. Alan Hunter, Jr. | $722.50 | $5,008.67 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $531.83 | $3,685.86 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $556.46 | $3,860.11 | ||
| MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund | MassMutual U.S. Government Money Market Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $383.88 | $1,432.65 | ||
| Nabil N. El-Hage | $394.15 | $1,471.21 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $363.04 | $1,339.24 | ||
| R. Alan Hunter, Jr. | $492.33 | $1,805.37 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $362.08 | $1,342.69 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $377.83 | $1,433.13 | ||
| D-10 |
| MassMutual
Inflation-Protected and Income Fund |
MassMutual
Core Bond Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,758.06 | $6,293.49 | ||
| Nabil N. El-Hage | $1,805.48 | $6,462.96 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,634.44 | $5,973.80 | ||
| R. Alan Hunter, Jr. | $2,216.49 | $7,931.55 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,647.39 | $5,898.12 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,757.30 | $6,295.56 | ||
| MassMutual
Diversified Bond Fund |
MassMutual
Balanced Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,085.21 | $694.90 | ||
| Nabil N. El-Hage | $1,114.41 | $713.65 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,012.46 | $635.84 | ||
| R. Alan Hunter, Jr. | $1,367.59 | $876.15 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,017.05 | $651.15 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,085.85 | $694.89 | ||
| MassMutual
Disciplined Value Fund |
MassMutual
Main Street Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $433.64 | $564.90 | ||
| Nabil N. El-Hage | $445.32 | $580.11 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $397.66 | $530.00 | ||
| R. Alan Hunter, Jr. | $546.61 | $712.04 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $406.36 | $529.37 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $433.61 | $564.97 | ||
| D-11 |
| MassMutual
Disciplined Growth Fund |
MassMutual Small Cap Opportunities Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,233.77 | $1,368.65 | ||
| Nabil N. El-Hage | $1,267.04 | $1,405.67 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,171.33 | $1,194.12 | ||
| R. Alan Hunter, Jr. | $1,555.43 | $1,726.36 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,156.12 | $1,282.33 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,233.68 | $1,367.85 | ||
| MassMutual
Global Fund |
MassMutual
International Equity Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $1,615.97 | $877.44 | ||
| Nabil N. El-Hage | $1,659.60 | $901.03 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $1,489.08 | $848.00 | ||
| R. Alan Hunter, Jr. | $2,037.66 | $1,105.43 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $1,514.18 | $822.41 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $1,614.61 | $671.67 | ||
| MassMutual
Strategic Emerging Markets Fund |
MassMutual
Short-Duration Bond Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $897.05 | $3,964.49 | ||
| Nabil N. El-Hage | $921.27 | $4,017.28 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $837.54 | $3,865.38 | ||
| R. Alan Hunter, Jr. | $1,131.25 | $4,474.83 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $840.51 | $3,841.31 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $896.42 | $3,966.19 | ||
| D-12 |
| MassMutual
High Yield Fund |
MassMutual
Global Floating Rate Fund | |||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund2 | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $4,741.53 | $1,645 | ||
| Nabil N. El-Hage | $4,815.47 | $1,689 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $4,589.11 | $1,543 | ||
| R. Alan Hunter, Jr. | $5,456.24 | $1,543 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $4,569.01 | $1,631 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $4,739.77 | $2,071 | ||
| MassMutual
Global Credit Income Opportunities Fund |
MassMutual Emerging Markets Debt Blended Total Return Fund | |||
| Aggregate Compensation from the Fund2 | Deferred Compensation and Interest Accrued as part of Fund Expenses | Aggregate Compensation from the Fund2 | Deferred Compensation and Interest Accrued as part of Fund Expenses | |
| Allan W. Blair | $615 | $535 | ||
| Nabil N. El-Hage | $631 | $550 | ||
| Michael R. Fanning | ||||
| Maria D. Furman | $576 | $502 | ||
| R. Alan Hunter, Jr. | $576 | $502 | ||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $609 | $531 | ||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $774 | $674 | ||
| MassMutual Global Emerging Markets Equity Fund | ||||
| Aggregate Compensation from the Fund2 | Deferred Compensation and Interest Accrued as part of Fund Expenses | |||
| Allan W. Blair | $45 | |||
| Nabil N. El-Hage | $46 | |||
| Michael R. Fanning | ||||
| Maria D. Furman | $42 | |||
| R. Alan Hunter, Jr. | $42 | |||
| Robert E. Joyal | ||||
| C. Ann Merrifield | $44 | |||
| Clifford M. Noreen | ||||
| Susan B. Sweeney | $56 | |||
| 2 | This fund is in its first year of operation and therefore estimated compensation figures are provided. |
| D-13 |
| Total Compensation from the MassMutual Fund Complex | ||||
| Aggregate Compensation from the Fund | Deferred Compensation and Interest Accrued as part of Fund Expenses | |||
| Allan W. Blair | $281,404.00 | |||
| Nabil N. El-Hage | $288,904.00 | |||
| Michael R. Fanning | ||||
| Maria D. Furman | $263,904.00 | |||
| R. Alan Hunter, Jr. | $353,904.00 | |||
| Robert E. Joyal | $124,655.00 | |||
| C. Ann Merrifield | $263,904.00 | |||
| Clifford M. Noreen | ||||
| Susan B. Sweeney3 | $403,804.00 | |||
| 3 | Mrs. Sweeney’s total compensation includes amounts received as compensation for her role as trustee of Barings Participation Investors and Barings Corporate Investors, which is deemed to be part of the Fund Complex because they are managed by Barings LLC, an affiliate of MML Advisers. |
| D-14 |
APPENDIX E
Fees billed by Deloitte & Touche LLP each of the last two fiscal years for services rendered to the Funds are shown below.
| Fiscal Year end September 30, 2020 | Audit Fees |
Audit-Related Fees |
Tax Fees |
All
Other Fees |
||||||||
| MassMutual Total Return Bond Fund | $49,676.00 | $- | $6,151.00 | $- | ||||||||
| MassMutual Strategic Bond Fund | $46,616.00 | $- | $5,771.00 | $- | ||||||||
| MassMutual Select BlackRock Global Allocation Fund | $101,633.00 | $- | $24,888.50 | $- | ||||||||
| MassMutual Diversified Value Fund | $32,429.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Fundamental Value Fund | $32,204.00 | $- | $4,875.00 | $- | ||||||||
| MM S&P 500 Index Fund | $33,894.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Equity Opportunities Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Fundamental Growth Fund | $33,894.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Blue Chip Growth Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Growth Opportunities Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Mid Cap Value Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Small Cap Value Equity Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Small Company Value Fund | $32,204.00 | $- | $4,875.00 | $- | ||||||||
| MM S&P Mid Cap Index Fund | $28,150.00 | $- | $4,875.00 | $- | ||||||||
| MM Russell 2000 Small Cap Index Fund | $28,150.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Mid Cap Growth Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Small Cap Growth Equity Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MM MSCI EAFE International Index Fund | $29,254.00 | $- | $5,210.00 | $- | ||||||||
| MassMutual Overseas Fund | $34,997.00 | $- | $14,868.75 | $- | ||||||||
| MassMutual Select T. Rowe Price International Equity Fund | $34,568.00 | $- | $5,975.00 | $- | ||||||||
| MassMutual 20/80 Allocation Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual 40/60 Allocation Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual 60/40 Allocation Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual 80/20 Allocation Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan In Retirement Fund | $27,474.00 | $- | $16,944.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2020 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2025 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2030 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2035 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2040 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2045 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2050 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2055 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2060 Fund | $27,474.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement Balanced Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2005 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2010 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2015 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2020 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2025 Fund | $21,870.00 | $- | $4,648.00 | $- |
| E-1 |
| Fiscal Year end September 30, 2020 | Audit Fees |
Audit-Related Fees |
Tax Fees |
All
Other Fees |
||||||||
| MassMutual Select T. Rowe Price Retirement 2030 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2035 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2040 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2045 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2050 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2055 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2060 Fund | $21,870.00 | $- | $4,648.00 | $- | ||||||||
| MM Equity Asset Fund | $33,555.00 | $- | $7,375.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Bond Asset Fund | $34,860.00 | $- | $6,322.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Emerging Markets Bond Fund | $35,582.00 | $- | $6,322.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Large Cap Blend Fund | $31,865.00 | $- | $5,875.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund | $34,680.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Real Assets Fund | $32,880.00 | $- | $5,875.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund | $31,137.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund | $34,860.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual U.S. Government Money Market Fund | $28,938.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Inflation-Protected and Income Fund | $34,681.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual Core Bond Fund | $35,583.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual Diversified Bond Fund | $35,583.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual Balanced Fund | $35,244.00 | $- | $5,658.00 | $- | ||||||||
| MassMutual Disciplined Value Fund | $34,569.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Main Street Fund | $31,866.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Disciplined Growth Fund | $34,570.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Small Cap Opportunities Fund | $32,880.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Global Fund | $33,556.00 | $- | $8,825.00 | $- | ||||||||
| MassMutual International Equity Fund | $34,569.00 | $- | $9,150.00 | $- | ||||||||
| MassMutual Strategic Emerging Markets Fund | $33,894.00 | $- | $27,112.50 | $- | ||||||||
| MassMutual Short-Duration Bond Fund | $34,455.00 | $- | $5,322.00 | $- | ||||||||
| MassMutual High Yield Fund | $33,895.00 | $- | $4,875.00 | $- | ||||||||
| MassMutual Global Floating Rate Fund | $- | $- | $- | $- | ||||||||
| MassMutual Global Credit Income Opportunities Fund | $- | $- | $- | $- | ||||||||
| MassMutual Emerging Markets Debt Blended Total Return Fund | $- | $- | $- | $- | ||||||||
| MassMutual Global Emerging Markets Equity Fund | $- | $- | $- | $- |
| E-2 |
| Fiscal Year end September 30, 2021 | Audit Fees |
Audit-Related Fees |
Tax Fees |
All
Other Fees |
||||||||
| MassMutual Total Return Bond Fund | $47,721.00 | $- | $1,225.00 | $- | ||||||||
| MassMutual Strategic Bond Fund | $47,663.00 | $- | $- | $- | ||||||||
| MassMutual Select BlackRock Global Allocation Fund | $104,139.00 | $- | $12,391.25 | $- | ||||||||
| MassMutual Diversified Value Fund | $33,156.00 | $- | $- | $- | ||||||||
| MassMutual Fundamental Value Fund | $32,927.00 | $- | $- | $- | ||||||||
| MM S&P 500 Index Fund | $34,654.00 | $- | $- | $- | ||||||||
| MassMutual Equity Opportunities Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Fundamental Growth Fund | $34,654.00 | $- | $- | $- | ||||||||
| MassMutual Blue Chip Growth Fund | $33,618.00 | $- | $1,225.00 | $- | ||||||||
| MassMutual Growth Opportunities Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Mid Cap Value Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Small Cap Value Equity Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Small Company Value Fund | $32,927.00 | $- | $- | $- | ||||||||
| MM S&P Mid Cap Index Fund | $28,782.00 | $- | $- | $- | ||||||||
| MM Russell 2000 Small Cap Index Fund | $28,782.00 | $- | $- | $- | ||||||||
| MassMutual Mid Cap Growth Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Small Cap Growth Equity Fund | $33,618.00 | $- | $- | $- | ||||||||
| MM MSCI EAFE International Index Fund | $29,912.00 | $- | $- | $- | ||||||||
| MassMutual Overseas Fund | $35,782.00 | $- | $9,910.00 | $- | ||||||||
| MassMutual Select T. Rowe Price International Equity Fund | $35,344.00 | $- | $37,288.75 | $- | ||||||||
| MassMutual 20/80 Allocation Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual 40/60 Allocation Fund | $28.091.00 | $- | $- | $- | ||||||||
| MassMutual 60/40 Allocation Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual 80/20 Allocation Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan In Retirement Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2020 Fund | $28.091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2025 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2030 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2035 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2040 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2045 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2050 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2055 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual RetireSMART by JPMorgan 2060 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement Balanced Fund | $28,091.02 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2005 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2010 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2015 Fund | $28,090.99 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2020 Fund | $28,090.99 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2025 Fund | $28,090.99 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2030 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2035 Fund | $28,091.01 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2040 Fund | $28,091.01 | $- | $- | $- |
| E-3 |
| Fiscal Year end September 30, 2021 | Audit Fees |
Audit-Related Fees |
Tax Fees |
All
Other Fees |
||||||||
| MassMutual Select T. Rowe Price Retirement 2045 Fund | $28,091.01 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2050 Fund | $28,090.98 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2055 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Retirement 2060 Fund | $28,091.00 | $- | $- | $- | ||||||||
| MM Equity Asset Fund | $34,308.00 | $- | $2,800.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Bond Asset Fund | $38,061.00 | $- | $775.00 | $- | ||||||||
| MassMutual Select T. Rowe Price Emerging Markets Bond Fund | $38,651.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Large Cap Blend Fund | $32,580.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund | $35,460.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price Real Assets Fund | $33,618.00 | $- | $2,568.75 | $- | ||||||||
| MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund | $31,837.00 | $- | $- | $- | ||||||||
| MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund | $35,641.00 | $- | $- | $- | ||||||||
| MassMutual U.S. Government Money Market Fund | $29,588.00 | $- | $- | $- | ||||||||
| MassMutual Inflation-Protected and Income Fund | $35,460.00 | $- | $- | $- | ||||||||
| MassMutual Core Bond Fund | $36,381.00 | $- | $- | $- | ||||||||
| MassMutual Diversified Bond Fund | $36,381.00 | $- | $- | $- | ||||||||
| MassMutual Balanced Fund | $36,035.00 | $- | $- | $- | ||||||||
| MassMutual Disciplined Value Fund | $35,344.00 | $- | $- | $- | ||||||||
| MassMutual Main Street Fund | $32,581.00 | $- | $- | $- | ||||||||
| MassMutual Disciplined Growth Fund | $35,344.00 | $- | $- | $- | ||||||||
| MassMutual Small Cap Opportunities Fund | $33,618.00 | $- | $- | $- | ||||||||
| MassMutual Global Fund | $34,308.00 | $- | $5,736.25 | $- | ||||||||
| MassMutual International Equity Fund | $35,344.00 | $- | $5,256.25 | $- | ||||||||
| MassMutual Strategic Emerging Markets Fund | $34,654.00 | $- | $20,216.25 | $- | ||||||||
| MassMutual Short-Duration Bond Fund | $35,229.00 | $- | $- | $- | ||||||||
| MassMutual High Yield Fund | $34,654.00 | $- | $- | $- | ||||||||
| MassMutual Global Floating Rate Fund | $- | $- | $- | $- | ||||||||
| MassMutual Global Credit Income Opportunities Fund | $- | $- | $- | $- | ||||||||
| MassMutual Emerging Markets Debt Blended Total Return Fund | $- | $- | $- | $- | ||||||||
| MassMutual Global Emerging Markets Equity Fund | $- | $- | $- | $- |
| E-4 |
APPENDIX F
Interests of Certain Persons
Unless an alternate date is provided below, the following table shows, as of January 4, 2022, to the best knowledge of each Fund, the following shareholders beneficially owned more than 5% of the outstanding shares of any class of such Fund.
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Total Return Bond Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 26163827.73 | 40.61% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 4852913.97 Atlanta, GA 30362 |
Class I | 13936508.45 | 21.63% |
| MassMutual
20/80 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 3639882.145 | 5.65% |
| MassMutual
40/60 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 3532720.531 | 5.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 2704846.539 | 77.02% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 805883.841 | 22.95% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service | 5345146.975 | 87.12% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service | 783560.683 | 12.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative | 1048013.054 | 58.54% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative | 615748.722 | 34.39% |
| Charles
Schwab Corporation 120 Kearny Street San Francisco, CA 94108 |
Administrative | 126555.14 | 7.07% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 848697.103 | 72.09% |
| F-1 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 328532.744 | 27.91% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 6339179.354 | 85.33% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 767358.071 | 10.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 1662180.945 | 78.36% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 296370.241 | 13.97% |
| MassMutual Strategic Bond Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 11397070.34 | 34.68% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 6254077.119 | 19.03% |
| MassMutual
20/80 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 2451173.014 | 7.46% |
| MassMutual
40/60 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 2390059.165 | 7.27% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1854526.456 | 5.64% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 2981803.164 | 41.82% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 2202816.089 | 30.90% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 1748626.503 | 24.53% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 3701061.966 | 83.33% |
| F-2 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 723872.176 | 16.30% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1914357.902 | 56.82% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1348064.641 | 40.01% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1569717.065 | 74.35% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 317527.253 | 15.04% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 143169.098 | 6.78% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1687005.755 | 55.87% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 912234.352 | 30.21% |
| Reliance
Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 214207.07 | 7.09% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 168952.139 | 5.60% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 315345.091 | 43.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 263798.811 | 36.25% |
| Reliance
Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 113755.495 | 15.63% |
| F-3 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select BlackRock Global Allocation Fund | |||
| Mac &
Co. A/C 793104 PO Box 3198 525 William Penn Place Pittsburgh, PA 14230 |
Class I | 35101016.09 | 64.87% |
| MAC
& CO A/C 788946 PO Box 3198 525 William Penn Place Pittsburgh, PA 15230 |
Class I | 7419885.489 | 13.71% |
| MAC
& CO A/C 818629 PO Box 3198 525 William Penn Place Pittsburgh, PA 15230 |
Class I | 6910330.309 | 12.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 149679.035 | 99.96% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 427201.332 | 96.97% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 518707.14 | 98.41% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 133029.271 | 69.97% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 56418.854 | 29.67% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 419760.687 | 89.22% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 45128.573 | 9.59% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 921195.293 | 92.76% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 55155.613 | 5.55% |
| F-4 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Diversified Value Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 8899824.842 | 45.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2679453.826 | 13.81% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1049069.786 | 5.41% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 4813956.691 | 93.57% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 286964.732 | 5.58% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 850371.774 | 67.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 392223.314 | 31.06% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 886762.282 | 53.68% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 745020.414 | 45.10% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1617389.006 | 74.02% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 413628.057 | 18.93% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 391968.643 | 38.92% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 391028.96 | 38.82% |
| F-5 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 205723.64 | 20.42% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 83615.04 | 89.87% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 9007.234 | 9.68% |
| MassMutual Fundamental Value Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 26253680.12 | 71.51% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 10216769.33 | 88.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 748405.405 | 6.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 1853478.923 | 56.99% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1378376.472 | 42.38% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 4405979.481 | 94.08% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 244226.549 | 5.21% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 2231085.168 | 67.86% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 691482.043 | 21.03% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 306845.604 | 9.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1028942.17 | 99.19% |
| F-6 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 86582.092 | 50.53% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 53819.216 | 31.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 30874.174 | 18.02% |
| MM S&P 500 Index Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 15230896.96 | 20.78% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 14470754.08 | 19.74% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 9849225.921 | 13.44% |
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6536858.699 | 8.92% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4516082.219 | 6.16% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4194819.514 | 5.72% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3859753.019 | 5.27% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 12450438.18 | 50.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 10789526.09 | 44.01% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 10899626.1 | 58.99% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 6801064.823 | 36.81% |
| F-7 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 8942066.287 | 50.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 8156726.251 | 45.98% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 518547.672 | 50.51% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 441812.939 | 43.03% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 51763.473 | 5.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 12804035.75 | 51.16% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 6382462.626 | 25.50% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 2808479.91 | 11.22% |
| Reliance
Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 1258818.268 | 5.03% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 7644341.746 | 50.12% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 3745339.844 | 24.56% |
| Sammons
Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266 |
Class R3 | 1203139.381 | 7.89% |
| F-8 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Equity Opportunities Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 8968247.791 | 38.17% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 7080361.324 | 30.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 7012355.506 | 90.22% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 523676.765 | 6.74% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 1774530.297 | 69.51% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 711282.825 | 27.86% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 2183626.75 | 76.42% |
| Hartford
Life Insurance Co. 1 Griffin Road North Windsor, CT 06095 |
Administrative Class | 301151.181 | 10.54% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 241235.798 | 8.44% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1959512.657 | 64.61% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 584793.575 | 19.28% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 414259.752 | 13.66% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 223578.83 | 40.21% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 112584.576 | 20.25% |
| F-9 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 87481.416 | 15.73% |
| Reliance
Trust Company Custodian FBO MassMutual Omnibus PE 1100 Abernathy Roadd, Suite 400 Atlanta, GA 30328 |
Class R4 | 85046.181 | 15.30% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 126671.894 | 51.14% |
| Sammons
Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266 |
Class R3 | 88575.73 | 35.76% |
| Ascensus
Trust Company FBO Intrepid Consulting Individual K Pl 486030 P.O. Box 10758 , Fargo, ND 58106 Fargo, ND 58106 |
Class R2 | 13171.266 | 5.32% |
| MassMutual Fundamental Growth Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 476687.459 | 18.67% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 415070.912 | 16.26% |
| Legg
Mason Total Advantage 2030 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 357505.801 | 14.00% |
| Legg
Mason Total Advantage 2035 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 289117.334 | 11.32% |
| Legg
Mason Total Advantage 2025 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 276538.855 | 10.83% |
| Legg
Mason Total Advantage 2040 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 193537.097 | 7.58% |
| Legg
Mason Total Advantage 2020 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 142049.732 | 5.56% |
| Legg
Mason Total Advantage 2045 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 136255.274 | 5.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 1568580.324 | 67.90% |
| F-10 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 741489.4 | 32.10% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 944752.784 | 61.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 540985.38 | 35.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1414428.762 | 71.44% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 565433.259 | 28.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 3306087.983 | 82.37% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 426532.41 | 10.63% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 231355.277 | 5.76% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 521832.311 | 98.18% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 694046.076 | 83.18% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 140355.152 | 16.82% |
| MassMutual Blue Chip Growth Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 36398833.04 | 37.15% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 30924169.82 | 31.57% |
| F-11 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class I | 12867432.7 | 13.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 9822949.394 | 48.73% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 6233290.338 | 30.92% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 2539756.099 | 12.60% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 4315761.051 | 57.31% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 2423361.106 | 32.18% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Service Class | 601053.061 | 7.98% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 8249790.846 | 71.08% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 3053797.02 | 26.31% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 3493013.945 | 63.51% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 1577419.565 | 28.68% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 2537133.247 | 52.22% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 980135.704 | 20.17% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 883760.185 | 18.19% |
| F-12 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO Mass Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 356718.477 | 7.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 1220026.087 | 52.54% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 745542.057 | 32.11% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 146637.195 | 6.31% |
| MassMutual Growth Opportunities Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 18284556.43 | 55.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 9404995.208 | 28.41% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 5651061.073 | 63.78% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 2717406.387 | 30.67% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 2356369.085 | 62.81% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 1363874.518 | 36.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 5347224.356 | 84.24% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1000679.228 | 15.76% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 5902005.417 | 79.08% |
| F-13 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 765378.651 | 10.26% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 689056.029 | 9.23% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 338589.519 | 63.01% |
| TIAA,
FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000 St. Louis, MO 63102 |
Class R4 | 171463.999 | 31.91% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 472939.348 | 55.69% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 376247.187 | 44.31% |
| MassMutual Mid Cap Value Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 4029454.902 | 42.17% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1822215.333 | 19.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 81568.507 | 96.50% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 21127.621 | 98.55% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 68556.493 | 89.84% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Administrative Class | 7749.556 | 10.16% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 76613.524 | 61.30% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 40936.142 | 32.75% |
| F-14 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 15736.244 | 67.23% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 5044.289 | 21.55% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 2492.76 | 10.65% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 12075.023 | 96.92% |
| MassMutual Small Cap Value Fund | |||
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 446166.416 | 11.91% |
| MassMutual
RetireSMARTSM by JPMorgan 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 419638.561 | 11.21% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 384830.371 | 10.28% |
| MassMutual
60/40 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 383700.101 | 10.25% |
| MassMutual
RetireSMARTSM by JPMorgan 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 313192.286 | 8.36% |
| MassMutual
80/20 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 307064.017 | 8.20% |
| MassMutual
RetireSMARTSM by JPMorgan 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 233322.014 | 6.23% |
| MassMutual
40/60 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 229477.504 | 6.13% |
| MassMutual
RetireSMARTSM by JPMorgan 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 201146.192 | 5.37% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 190536.812 | 5.09% |
| F-15 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 948749.079 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 188457.822 | 64.38% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 104251.997 | 35.62% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 245814.471 | 96.25% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 409961.976 | 69.02% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 125833.298 | 21.18% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 47510.57 | 8.00% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 69326.526 | 48.08% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 57738.602 | 40.04% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 17132.912 | 11.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 36784.368 | 48.96% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 19684.083 | 26.20% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 15422.167 | 20.53% |
| F-16 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Small Company Value Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 8695335.314 | 53.52% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 7214854.25 | 44.41% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 4809239.464 | 83.26% |
| Reliance
Trust Company FBO State Of Baltimore P.O. Box 78446 Atlanta, GA 30357 |
Class R5 | 933176.847 | 16.16% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 734726.756 | 86.65% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 102888.355 | 12.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1037361.595 | 82.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 211175.156 | 16.79% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 687848.536 | 50.77% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 330755.942 | 24.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 293578.578 | 21.67% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 58239.466 | 76.82% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 17511.173 | 23.10% |
| F-17 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 34742.974 | 84.19% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 6523.214 | 15.81% |
| MM S&P Mid Cap Index Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 4084668 | 50.86% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2576522.588 | 32.08% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 1206832.022 | 15.03% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 1322412.96 | 58.23% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 681194.381 | 29.99% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 171615.184 | 7.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 812804.589 | 57.75% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 519002.863 | 36.87% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Service Class | 71840.465 | 5.10% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Administrative Class | 1288310.825 | 49.91% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1259555.753 | 48.80% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1022096.258 | 60.47% |
| F-18 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 529098.896 | 31.30% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1925114.432 | 38.42% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 1864603.148 | 37.21% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 557146.071 | 11.12% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 336984.883 | 6.73% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 3423205.049 | 46.83% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 2655273.532 | 36.33% |
| Sammons
Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266 |
Class R3 | 512202.433 | 7.01% |
| MM Russell 2000 Small Cap Index Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 3351179.432 | 46.71% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 3080003.433 | 42.93% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 649162.936 | 9.05% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 777224.596 | 52.08% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 413069.906 | 27.68% |
| F-19 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 242988.417 | 16.28% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 463207.361 | 46.19% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 456277.551 | 45.50% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Service Class | 65886.088 | 6.57% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1579584.537 | 58.39% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 975689.709 | 36.07% |
| Ascensus
Trust Company FBO LWSS Family Dentistry P.O. Box 10758 Fargo, ND 58106 |
Administrative Class | 141736.702 | 5.24% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 799002.347 | 60.52% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 477942.355 | 36.20% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1502920.532 | 38.23% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 1077915.042 | 27.42% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 614473.107 | 15.63% |
| Reliance
Trust Company14.91% FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 585999.573 | 14.91% |
| F-20 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 2402408.58 | 57.78% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 1439037.461 | 34.61% |
| MassMutual Mid Cap Growth Fund | |||
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class I | 72368259.68 | 30.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 29457007.28 | 12.26% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 26077454.36 | 10.86% |
| TIAA,
FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000 St. Louis, MO 63102 |
Class I | 18604807.09 | 7.74% |
| DCGT
as Trustee and/or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392 |
Class I | 14534759.83 | 6.05% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class R5 | 13796960.12 | 24.15% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 12776190.26 | 22.36% |
| Charles
Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 |
Class R5 | 9481968.985 | 16.60% |
| DCGT
as Trustee and/or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392 |
Class R5 | 3713932.629 | 6.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 3695633.565 | 6.47% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Service Class | 2957018.374 | 25.53% |
| F-21 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 2626333.22 | 22.68% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1873112.53 | 16.17% |
| John
Hancock Trust Company LLC 690 Canton St, Suite 100 Westwood, MA 02090 |
Service Class | 880420.581 | 7.60% |
| TIAA,
FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000 St. Louis, MO 63102 |
Service Class | 776924.76 | 6.71% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 6881351.751 | 69.13% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 2025712.353 | 20.35% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 5128563.424 | 67.29% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 1385545.368 | 18.18% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 618091.193 | 8.11% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class R4 | 1625973.333 | 28.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1026312.076 | 17.98% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 499459.443 | 8.75% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 494924.194 | 8.67% |
| DCGT
as Trustee and/or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392 |
Class R4 | 348822.194 | 6.11% |
| F-22 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Matrix
Trust Company FBO Phx-Oneamerica P.O. Box 52129 Phoenix, AZ 85072 |
Class R4 | 323360.093 | 5.66% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 888659.039 | 49.98% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 394959.239 | 22.21% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 165939.218 | 9.33% |
| MassMutual Small Cap Growth Equity Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 15702555.83 | 51.43% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 5456440.324 | 17.87% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class I | 3267926.081 | 10.70% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 7567746.581 | 87.69% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1030886.263 | 46.08% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 643554.924 | 28.76% |
| Matrix
Trust Company FBO Arthur J. Gallagher Corporation Supplemental Savings P.O. Box 52129 Phoenix, AZ 85072 |
Service Class | 482797.443 | 21.58% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1741993.514 | 76.24% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 487031.848 | 21.32% |
| F-23 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 2285624.937 | 75.69% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 480231.231 | 15.90% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 174898.579 | 5.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 966489.272 | 57.51% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 408835.354 | 24.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 124552.753 | 7.41% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 98596.982 | 5.87% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 402028.897 | 57.15% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 229517.704 | 32.62% |
| State
Street Bank FBO ADP Access Product 1 Lincoln Street Boston, MA 02111 |
Class R3 | 50238.435 | 7.14% |
| MM MSCI EAFE International Index Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2340010.217 | 44.94% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1956673.824 | 37.57% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 563339.865 | 10.82% |
| F-24 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 752787.168 | 61.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 458163.64 | 37.35% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 219409.605 | 75.69% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 70204.231 | 24.22% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1082633.754 | 56.55% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 830475.256 | 43.38% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 478971.491 | 42.86% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 399293.824 | 35.73% |
| Great-West
Trust Company 8515 East Orchard Road Greenwood Village, CO 80111 |
Class A | 214958.97 | 19.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1006236.576 | 46.25% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 718071.667 | 33.01% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 320755.034 | 14.74% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 1602788.786 | 63.41% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 653132.845 | 25.84% |
| F-25 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 3032 |
Class R3 | 166334.041 | 6.58% |
| MassMutual Overseas Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 12308197.3 | 30.59% |
| MassMutual
RetireSMARTSM by JPMorgan 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4411641.744 | 10.97% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3753294.989 | 9.33% |
| MassMutual
RetireSMARTSM by JPMorgan 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3409173.561 | 8.47% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 3146105.673 | 7.82% |
| MassMutual
RetireSMARTSM by JPMorgan 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2359218.336 | 5.86% |
| MassMutual
RetireSMARTSM by JPMorgan 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2199909.395 | 5.47% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 10917365.81 | 75.49% |
| PIMS/Prudential
Retirement 2041 South Cobalt Point Way Meridian, ID 83642 |
Class R5 | 2407352.724 | 16.65% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 2900736.875 | 59.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1939873.582 | 39.78% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1408805.151 | 71.79% |
| F-26 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 481899.372 | 24.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1743941.594 | 73.93% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 234248.03 | 9.93% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 161546.994 | 6.85% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 140684.679 | 5.96% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1102778.535 | 46.76% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 637520.832 | 27.03% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 328505.605 | 13.93% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 289609.466 | 12.28% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 384006.272 | 51.06% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 271572.123 | 36.11% |
| MassMutual Select T. Rowe Price International Equity Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 32683145.02 | 20.69% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 31238270.32 | 19.77% |
| F-27 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual
Select T. Rowe Price Retirement 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 22955264.9 | 14.53% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 16824087.09 | 10.65% |
| MassMutual
Select T. Rowe Price Retirement 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 14642530.55 | 9.27% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 11519382.26 | 7.29% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 10484195.5 | 6.64% |
| MassMutual
Select T. Rowe Price Retirement 2055 Fund 1 Iron Street Boston, MA 02210 |
Class I | 8526306.166 | 5.40% |
| MassMutual 20/80 Allocation Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1519340.455 | 77.66% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 220240.843 | 11.26% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 202653.134 | 10.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 832898.675 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 12467706.41 | 99.01% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1220170.159 | 54.66% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1012193.812 | 45.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1596210.839 | 84.60% |
| F-28 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 290575.446 | 15.40% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 365534.531 | 89.80% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 25893.108 | 6.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 443881.918 | 74.38% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 116688.613 | 19.55% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 36176.221 | 6.06% |
| MassMutual 40/60 Allocation Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 4667569.025 | 83.81% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 564042.563 | 10.13% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 337817.037 | 6.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 743528.591 | 98.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1558998.18 | 92.99% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 110575.391 | 6.60% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 3295339.096 | 83.44% |
| F-29 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 654022.949 | 16.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 4945289.311 | 84.66% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 896251.833 | 15.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 3501493.828 | 91.15% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 292439.44 | 7.61% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 1523561.707 | 72.10% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 525422.212 | 24.87% |
| MassMutual 60/40 Allocation Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2289867.572 | 65.30% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 946821.11 | 27.00% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 269769.338 | 7.69% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 2173060.3 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 2528017.55 | 96.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 4465495.02 | 83.75% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 866294.839 | 16.25% |
| F-30 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 5231656.783 | 92.58% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 419578.769 | 7.42% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 735394.728 | 72.33% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 129398.706 | 12.73% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 125615.068 | 12.35% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 983934.611 | 75.68% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 279369.146 | 21.49% |
| MassMutual 80/20 Allocation Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2895547.414 | 75.67% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 632246.742 | 16.52% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 298733.089 | 7.81% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 581294.285 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1443350.824 | 99.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1432471.857 | 69.23% |
| F-31 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 636812.188 | 30.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 2145500.398 | 83.38% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 422101.362 | 16.40% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1058377.806 | 84.33% |
| Hartford
Life Insurance Co. 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 138457.632 | 11.03% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 947563.13 | 56.83% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 602878.885 | 36.16% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 99364.824 | 5.96% |
| MassMutual RetireSMART by JPMorgan In Retirement Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 725079.354 | 46.95% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 600613.541 | 38.89% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 218684.006 | 14.16% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 394404.27 | 94.28% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 23929.677 | 5.72% |
| F-32 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 720003.776 | 88.43% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 94176.015 | 11.57% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1462720.204 | 54.52% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1028844.234 | 38.35% |
| First
County Bank Trust Department 3001 Summer Street Stamford, CT 06905 |
Administrative Class | 157814.426 | 5.88% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 420993.642 | 34.65% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 346885.804 | 28.55% |
| Millenium
Trust Company LLC 2001 Spring Road, Suite 700 Oak Brook, IL 60523 |
Class A | 140944.641 | 11.60% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 137846.304 | 11.35% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class A | 105534.964 | 8.69% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 457855.876 | 43.21% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 347207.67 | 32.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 216411.622 | 20.42% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 1564458.159 | 80.05% |
| F-33 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 380930.064 | 19.49% |
| MassMutual RetireSMART by JPMorgan 2020 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2617326.026 | 63.46% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1104975.46 | 26.79% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 397379.563 | 9.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 2719211.18 | 97.19% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1050107.507 | 63.25% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 610121.689 | 36.75% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1520178.019 | 57.94% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1056149.189 | 40.25% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 1095714.686 | 44.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 668982.778 | 27.07% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 431809.243 | 17.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1015263.793 | 58.12% |
| F-34 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 392850.055 | 22.49% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 324823.526 | 18.59% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 2688153.69 | 66.11% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 1368281.819 | 33.65% |
| MassMutual RetireSMART by JPMorgan 2025 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2112053.544 | 46.56% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1843902.869 | 40.65% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 580012.601 | 12.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 60092.888 | 50.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 58759.239 | 49.44% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 328009.23 | 59.16% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 226458.034 | 40.84% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1689449.981 | 59.25% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1118951.816 | 39.24% |
| F-35 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 736591.394 | 70.43% |
| Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 187195.403 | 17.90% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 823192.718 | 36.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 744434.419 | 33.13% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 660811.365 | 29.40% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 4245295.577 | 88.10% |
| Hartford
Life Insurance Co. 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 549766.462 | 11.41% |
| MassMutual RetireSMART by JPMorgan 2030 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2387248.409 | 46.43% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1918438.887 | 37.31% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 788525.786 | 15.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 6116188.778 | 87.19% |
| Matrix
Trust Company 717 17th Street, Suite 1300 Denver, CO 80202 |
Class R5 | 734778.218 | 10.47% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1612334.984 | 70.58% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 672074.23 | 29.42% |
| F-36 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 3709198.483 | 62.16% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 2193325.584 | 36.76% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1291368.564 | 43.23% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 921028.67 | 30.84% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 597801.9 | 20.01% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 1345748.068 | 56.74% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 662659.952 | 27.94% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 357423.459 | 15.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 5353340.164 | 72.75% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 1983898.92 | 26.96% |
| MassMutual RetireSMART by JPMorgan 2035 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2382190.628 | 58.35% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1332471.507 | 32.64% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 367583.118 | 9.00% |
| F-37 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R5 | 214529.025 | 73.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 72750.553 | 24.87% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 385124.631 | 66.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 190716.906 | 33.12% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1323465.829 | 52.59% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1074769.481 | 42.71% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road |
Class A | 787736.43 | 79.60% |
| Atlanta,
GA 30328 Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 194401.146 | 19.64% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 753634.724 | 41.75% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 696839.218 | 38.60% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 340558.578 | 18.87% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 3784431.18 | 88.89% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 426858.797 | 10.03% |
| F-38 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual RetireSMART by JPMorgan 2040 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2328881.829 | 57.17% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 960994.641 | 23.59% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 771961.759 | 18.95% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 4437724.315 | 97.10% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1189503.888 | 71.96% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 463562.335 | 28.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 2739301.483 | 51.96% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 2478376.821 | 47.01% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1009046.852 | 53.83% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 574520.112 | 30.65% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 210248.252 | 11.22% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 921905.067 | 56.49% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 445887.252 | 27.32% |
| F-39 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 246855.183 | 15.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 3776902.559 | 84.60% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 663579.171 | 14.86% |
| MassMutual RetireSMART by JPMorgan 2045 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1497453.734 | 60.92% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 681035.033 | 27.71% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 279562.911 | 11.37% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 73333.141 | 65.29% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 35382.722 | 31.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 211004.523 | 74.25% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 73163.913 | 25.75% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1245741.882 | 61.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 731080.71 | 36.08% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class A | 540658.256 | 74.32% |
| F-40 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 184694.682 | 25.39% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 762220.634 | 49.66% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 457298.971 | 29.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 306124.386 | 19.94% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 2705047.679 | 86.00% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 430291.341 | 13.68% |
| MassMutual RetireSMART by JPMorgan 2050 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1584763.309 | 51.61% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 999375.336 | 32.54% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 476721.005 | 15.52% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 5273861.071 | 96.94% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 728016.985 | 67.48% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 350774.432 | 32.52% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 3095680.22 | 60.47% |
| F-41 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1810682.095 | 35.37% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 769655.388 | 56.62% |
|
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 584427.211 | 42.99% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 857538.833 | 50.23% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 476904.141 | 27.94% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 367448.351 | 21.53% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 3287403.93 | 86.16% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 516209.796 | 13.53% |
| MassMutual RetireSMART by JPMorgan 2055 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 623418.628 | 47.27% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 509377.962 | 38.62% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 185968.221 | 14.10% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 57902.286 | 61.25% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 28553.647 | 30.20% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 8080.76 | 8.55% |
| F-42 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 144341.667 | 53.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 124090.62 | 46.23% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 529672.063 | 51.64% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 437086.194 | 42.61% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 168061.34 | 76.27% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 52258.274 | 23.72% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 401392.819 | 58.36% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 172227.399 | 25.04% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 111989.329 | 16.28% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 2105748.65 | 93.28% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 148120.566 | 6.56% |
| MassMutual RetireSMART by JPMorgan 2060 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1132218.448 | 91.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 19180.714 | 93.83% |
| F-43 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 1262.244 | 6.17% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 134163.584 | 61.51% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 83940.961 | 38.49% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 106523.251 | 50.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 103875.29 | 49.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 30289.915 | 61.92% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 18624.64 | 38.08% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 55176.158 | 54.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 37277.663 | 37.08% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 8081.575 | 8.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 99731.722 | 73.50% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 27335.238 | 20.15% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 8621.63 | 6.35% |
| F-44 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Retirement Balanced Fund | |||
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 705536.348 | 42.70% |
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 689412.735 | 41.73% |
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 235051.251 | 14.23% |
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 8966711.362 | 93.97% |
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 557089.206 | 5.84% |
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 547511.595 | 78.92% |
| Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 81695.121 | 11.78% |
Reliance Trust Company FBO MassMutual RP Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M4 | 51036.918 | 7.36% |
Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 189545.874 | 54.81% |
Reliance Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 118150.124 | 34.16% |
Reliance Trust Company FBO MassMutual RP Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M3 | 20046.75 | 5.80% |
Talcott Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 18109.125 | 5.24% |
| F-45 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Retirement 2005 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 629951.462 | 54.25% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 502863.304 | 43.31% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 275475.363 | 50.84% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 251835.716 | 46.47% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 93607.487 | 50.40% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 68593.518 | 36.93% |
| Reliance
Trust Company FBO MassMutual Prem P.O. Box 78446 Atlanta, GA 30357 |
Class M4 | 12272.351 | 6.61% |
| The
Hartford One Hartford Plaza Hartford, CT 06155 |
Class M4 | 11259.407 | 6.06% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 103470.621 | 94.61% |
| MassMutual Select T. Rowe Price Retirement 2010 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 3114458.098 | 66.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1574164.381 | 33.42% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 1383089.155 | 57.31% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 996691.025 | 41.30% |
| F-46 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 933689.437 | 76.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 258371.32 | 21.15% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 704004.667 | 82.21% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 127099.785 | 14.84% |
| MassMutual Select T. Rowe Price Retirement 2015 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 2361857.668 | 51.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2041554.37 | 44.14% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 3349063.457 | 84.64% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 544858.069 | 13.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 492089 | 85.63% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 71484.063 | 12.44% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 198940.504 | 45.79% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 182942.479 | 42.11% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 28763.855 | 6.62% |
| F-47 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M3 | 23776.164 | 5.47% |
| MassMutual Select T. Rowe Price Retirement 2020 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 9824221.469 | 52.89% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 8023507.22 | 43.20% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 13427828.1 | 74.16% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 3521757.8 | 19.45% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 5659046.301 | 82.64% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 651325.861 | 9.51% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M4 | 389988.843 | 5.70% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 2171331.865 | 67.63% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 683012.928 | 21.27% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M3 | 194208.479 | 6.05% |
| F-48 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Retirement 2025 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 12532525.83 | 56.17% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 8892961.742 | 39.86% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 9236688.631 | 80.39% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 1901476.348 | 16.55% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 3661829.19 | 71.64% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 892254.843 | 17.46% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M4 | 277324.786 | 5.43% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M4 | 268008.202 | 5.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 1560310.463 | 52.33% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 958477.984 | 32.15% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M3 | 257986.134 | 8.65% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 172998.455 | 5.80% |
| F-49 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Retirement 2030 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 17013993.24 | 50.02% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 15899611.78 | 46.75% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 27472805.09 | 72.30% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 9165692.075 | 24.12% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 11614466.35 | 83.00% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 1858152.592 | 13.28% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 3832783.604 | 65.99% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 1540699.629 | 26.53% |
| MassMutual Select T. Rowe Price Retirement 2035 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 11312046.76 | 55.12% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 8315870.88 | 40.52% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 10502555.02 | 81.02% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 2118465.122 | 16.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 3954301.927 | 67.21% |
| F-50 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 1381670.733 | 23.48% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M4 | 357686.002 | 6.08% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 1671776.823 | 67.65% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 581821.344 | 23.54% |
| MassMutual Select T. Rowe Price Retirement 2040 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 11337605.96 | 49.75% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 10490179.83 | 46.03% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 24462226.91 | 72.54% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 8180388.016 | 24.26% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 8840638.878 | 81.25% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 1701091.285 | 15.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 3115872.88 | 71.70% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 876798.729 | 20.18% |
| F-51 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Retirement 2045 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 7437493.397 | 55.16% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 5469424.89 | 40.56% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 8893769.099 | 84.72% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 1250899.551 | 11.92% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 3160774.065 | 67.40% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 792090.478 | 16.89% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M4 | 574124.917 | 12.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 1125134.296 | 64.58% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 454121.558 | 26.06% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class M3 | 93292.141 | 5.35% |
| MassMutual Select T. Rowe Price Retirement 2050 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 6983886.508 | 48.65% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 6823940.472 | 47.54% |
| F-52 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 17074801.5 | 77.61% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 4472704.765 | 20.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 6259510.625 | 84.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 1043465.645 | 14.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 2039654.841 | 68.72% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 578711.926 | 19.50% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 287358.626 | 9.68% |
| MassMutual Select T. Rowe Price Retirement 2055 Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 3089397.763 | 49.09% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 2948366.537 | 46.85% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 6932882.003 | 92.67% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 475909.293 | 6.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 1948071.66 | 76.91% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 491770.054 | 19.41% |
| F-53 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 761787.931 | 67.85% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 211250.321 | 18.82% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 101837.042 | 9.07% |
| MassMutual Select T. Rowe Price Retirement 2060 Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1566973.113 | 50.06% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1394546.888 | 44.55% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M5 | 1143364.334 | 59.97% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M5 | 736344.146 | 38.62% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M4 | 812303.846 | 75.20% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M4 | 242835.751 | 22.48% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class M3 | 205771.438 | 60.45% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class M3 | 105137.143 | 30.89% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class M3 | 18220.842 | 5.35% |
| F-54 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MM Equity Asset Fund | |||
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6670325.033 | 14.68% |
| MassMutual
RetireSMARTSM by JPMorgan 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6440813.054 | 14.18% |
| MassMutual
60/40 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 4997069.817 | 11.00% |
| MassMutual
RetireSMARTSM by JPMorgan 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4838701.661 | 10.65% |
| MassMutual
80/20 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 3845035.378 | 8.46% |
| MassMutual
RetireSMARTSM by JPMorgan 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3560180.867 | 7.84% |
| MassMutual
RetireSMARTSM by JPMorgan 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3131085.73 | 6.89% |
| MassMutual
40/60 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 2986101.818 | 6.57% |
| MassMutual
RetireSMARTSM by JPMorgan 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2522538.855 | 5.55% |
| MassMutual Select T. Rowe Price Bond Asset Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 21796965.16 | 27.79% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 15071856.04 | 19.21% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 12446363.37 | 15.87% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6862290.714 | 8.75% |
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6690365.073 | 8.53% |
| MassMutual
Select T. Rowe Price Retirement Balanced Fund 1 Iron Street Boston, MA 02210 |
Class I | 4393807.078 | 5.60% |
| F-55 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Emerging Markets Bond Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3049281.882 | 26.51% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2810296.162 | 24.43% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2101677.358 | 18.27% |
| MassMutual
Select T. Rowe Price Retirement Balanced Fund 1 Iron Street Boston, MA 02210 |
Class I | 880458.43 | 7.65% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 781386.587 | 6.79% |
| MassMutual
Select T. Rowe Price Retirement 2010 Fund 1 Iron Street Boston, MA 02210 |
Class I | 634157.077 | 5.51% |
| MassMutual
Select T. Rowe Price Retirement 2015 Fund 1 Iron Street Boston, MA 02210 |
Class I | 625181.446 | 5.43% |
| MassMutual Select T. Rowe Price Large Cap Blend Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 35569924.65 | 22.16% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 29193273 | 18.19% |
| MassMutual
Select T. Rowe Price Retirement 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 25234104.27 | 15.72% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 17002136.63 | 10.59% |
| MassMutual
Select T. Rowe Price Retirement 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 16054962.21 | 10.00% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 10162590.62 | 6.33% |
| MassMutual
Select T. Rowe Price Retirement 2055 Fund 1 Iron Street Boston, MA 02210 |
Class I | 9352318.037 | 5.83% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 9258207.781 | 5.77% |
| F-56 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 8135741.157 | 28.04% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4886165.918 | 16.84% |
| MassMutual
Select T. Rowe Price Retirement Balanced Fund 1 Iron Street Boston, MA 02210 |
Class I | 3876728.75 | 13.36% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3730240.835 | 12.85% |
| MassMutual
Select T. Rowe Price Retirement 2010 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2142758.115 | 7.38% |
| MassMutual
Select T. Rowe Price Retirement 2015 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1999453.977 | 6.89% |
| MassMutual Select T. Rowe Price Real Assets Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2801247.412 | 20.19% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2774896.973 | 20.00% |
| MassMutual
Select T. Rowe Price Retirement 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1982229.133 | 14.29% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1473062.989 | 10.62% |
| MassMutual
Select T. Rowe Price Retirement 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1270109.738 | 9.15% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1057933.118 | 7.62% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 975324.811 | 7.03% |
| MassMutual
Select T. Rowe Price Retirement 2055 Fund 1 Iron Street Boston, MA 02210 |
Class I | 736410.526 | 5.31% |
| F-57 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 13074203.78 | 20.41% |
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 12381555.19 | 19.33% |
| MassMutual
Select T. Rowe Price Retirement 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 9630807.666 | 15.03% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6707981.316 | 10.47% |
| MassMutual
Select T. Rowe Price Retirement 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 6164787.875 | 9.62% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4590757.434 | 7.17% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4080835.127 | 6.37% |
| MassMutual
Select T. Rowe Price Retirement 2055 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3586937.915 | 5.60% |
| MassMutual Select T. Rowe Price U.S. Treasury Long-Term Index Fund | |||
| MassMutual
Select T. Rowe Price Retirement 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 5379245.505 | 32.18% |
| MassMutual
Select T. Rowe Price Retirement 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2196062.419 | 13.14% |
| MassMutual
Select T. Rowe Price Retirement 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2195962.678 | 13.14% |
| MassMutual
Select T. Rowe Price Retirement 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2152772.03 | 12.88% |
| MassMutual
Select T. Rowe Price Retirement 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2097707.959 | 12.55% |
| F-58 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual U.S. Government Money Market Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 171,162,884.019 | 57.09% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 69,202,570.887 | 23.08% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class R5 | 45,466,256.570 | 15.16% |
| MassMutual Inflation-Protected and Income Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 6652016.551 | 36.78% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 2018085.898 | 11.16% |
| MassMutual
RetireSMARTSM by JPMorgan 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1618261.842 | 8.95% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class I | 957750.138 | 5.30% |
| Great-West
Trust Company LLC FBO Employee Benefits Clients 401K 8515 East Orchard Road 2T2 Greenwood Village, CO 80111 |
Class I | 953581.816 | 5.27% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 5276699.772 | 64.97% |
| Matrix
Trust Company Trustee FBO Formosa Plastics Corporation U.S.A P.O. Box 52129 Phoenix, AZ 85072 |
Class R5 | 2036658.856 | 25.08% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 3551993.069 | 70.68% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 851938.185 | 16.95% |
| State
Street Bank Trustee And/Or Custodian FBO ADP Access Product 1 Lincoln Street Boston, MA 02111 |
Service Class | 524038.4 | 10.43% |
| F-59 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 778155.856 | 67.52% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 306291.041 | 26.58% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 542029.46 | 44.65% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 382552.538 | 31.51% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 204218.709 | 16.82% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 163775.158 | 30.33% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 145197.3 | 26.89% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 122672.93 | 22.72% |
| State
Street Bank Trustee And/Or Custodian FBO ADP Access Product 1 Lincoln Street Boston, MA 02111 |
Class R4 | 36010.067 | 6.67% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 151521.295 | 53.42% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 109020.562 | 38.44% |
| MassMutual Core Bond Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 21425718.21 | 35.68% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 7475538.079 | 12.45% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 5184516.982 | 8.63% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class I | 4649777.664 | 7.74% |
| F-60 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual
RetireSMARTSM by JPMorgan 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 4034282.896 | 6.72% |
| MassMutual
20/80 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 3159360.552 | 5.26% |
| MassMutual
RetireSMARTSM by JPMorgan 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3077469.111 | 5.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 20390183.47 | 87.50% |
| Matrix
Trust Company Trustee FBO Formosa Plastics Corporation U.S.A P.O. Box 52129 Phoenix, AZ 85072 |
Class R5 | 1355489.512 | 5.82% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 2247706.767 | 54.03% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 1906911.057 | 45.84% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 3247345.81 | 74.17% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 1126657.48 | 25.73% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 3699760.493 | 79.80% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 447938.313 | 9.66% |
| Matrix
Trust Company Trustee FBO Kayser-Roth Corporation P.O. Box 52129 Phoenix, AZ 85072 |
Class A | 284333.597 | 6.13% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 504848.697 | 84.12% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 46768.528 | 7.79% |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 31924.432 | 5.32% |
| F-61 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 19183.99 | 68.13% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 8973.724 | 31.87% |
| MassMutual Diversified Bond Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 5123402.396 | 50.06% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 3668597.759 | 35.84% |
| Reliance
Trust Co FBO Mm Sta Of Baltimore P.O. Box 78446 Atlanta, GA 30357 |
Class R5 | 4398339.477 | 61.40% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 1145373.821 | 15.99% |
| Capinco
C/O US Bank NA 1555 N. Rivercenter Drive Ste. 302 Milwaukee, WI 53212 |
Class R5 | 859349.898 | 12.00% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 595312.764 | 8.31% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 336137.447 | 51.02% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 322645.536 | 48.98% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 991233.878 | 86.16% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 159246.731 | 13.84% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 558939.318 | 58.25% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 235545.162 | 24.55% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 130243.221 | 13.57% |
| F-62 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company Mutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 190032.621 | 40.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 144846.481 | 30.76% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 112852.726 | 23.97% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 86593.249 | 75.09% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 28723.945 | 24.91% |
| MassMutual Balanced Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2980193.192 | 61.53% |
| The
Hartford One Hartford Plaza Hartford, CT 06155 |
Class I | 969840.505 | 20.02% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 826796.275 | 17.07% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 3286694.642 | 96.48% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 507069.67 | 62.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 298571.796 | 36.71% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 673227.299 | 98.48% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 838685.412 | 47.34% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 737047.976 | 41.60% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 101742.836 | 5.74% |
| F-63 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 262997.127 | 49.57% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 227089.473 | 42.80% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 30186.884 | 5.69% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 653800.292 | 51.18% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 517357.098 | 40.50% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 105060.446 | 8.22% |
| MassMutual Disciplined Value Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1826642.42 | 78.99% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 347647.794 | 15.03% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 2162800.245 | 99.98% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1100936.148 | 96.19% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 114777.402 | 97.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 338382.445 | 71.41% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 124001.618 | 26.17% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 112676.424 | 55.20% |
| F-64 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 91456.404 | 44.80% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 209856.113 | 67.48% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 77045.527 | 24.77% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 24092.016 | 7.75% |
| MassMutual Main Street Fund | |||
| Legg
Mason Total Advantage 2030 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 473524.936 | 20.10% |
| Legg
Mason Total Advantage 2025 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 348173.834 | 14.78% |
| Legg
Mason Total Advantage 2035 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 339349.047 | 14.40% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 304005.063 | 12.90% |
| Legg
Mason Total Advantage 2040 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 190575.103 | 8.09% |
| Legg
Mason Total Advantage 2045 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 148733.129 | 6.31% |
| Legg
Mason Total Advantage 2020 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 148507.982 | 6.30% |
| Legg
Mason Total Advantage 2050 Fund 110 North Market Street, 9th Floor Wilmington, DE 19890 |
Class I | 145172.142 | 6.16% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 3811525.952 | 96.97% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 11128.787 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 2007963.712 | 93.39% |
| F-65 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 142045.8 | 6.61% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 435117.325 | 46.83% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 271076.31 | 29.18% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 85274.747 | 9.18% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 69183.291 | 7.45% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class A | 57674.374 | 6.21% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 526861.061 | 71.30% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 197843.951 | 26.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 62495.191 | 68.81% |
| Talcott
Resolution Life Insurance Compay 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 17094.569 | 18.82% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 11227.43 | 12.36% |
| MassMutual Disciplined Growth Fund | |||
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1631615.869 | 45.35% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 1522871.257 | 42.32% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 8697300.875 | 84.90% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 1426750.541 | 13.93% |
| F-66 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 2440280.902 | 97.24% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 2629759.088 | 74.23% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 912732.375 | 25.77% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 1483864.634 | 48.96% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 1365007.452 | 45.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 854939.918 | 75.51% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 237058.05 | 20.94% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 499402.785 | 92.30% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 30727.786 | 5.68% |
| MassMutual Small Cap Opportunities Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 849038.837 | 17.22% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 832710.927 | 16.88% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class I | 733504.442 | 14.87% |
| Reliance
Trust Company FBO Salem Trust Eb R/R P.O. Box 78446 Atlanta, GA 30357 |
Class I | 481937.132 | 9.77% |
| Mid
Atlantic Trust Company FBO Popular, Inc. Pr Sav. & Inv. Plan 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
Class I | 464614.239 | 9.42% |
| TIAA,
FSB Cust/TTEE 211 North Broadway, Suite 1000 St. Louis, MO 63102 |
Class I | 432665.359 | 8.77% |
| F-67 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| SEI
Private Trust Company One Freedom Valley Drive Oaks, PA 19456 |
Class I | 249867.145 | 5.07% |
| The
Hartford One Hartford Plaza Hartford, CT 06155 |
Class I | 247652.635 | 5.02% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 5332968.879 | 70.55% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class R5 | 1615447.639 | 21.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 737535.88 | 60.15% |
| John
Hancock Trust Company LLC 690 Canton St. Suite 100 Westwood, MA 02090 |
Service Class | 199652.071 | 16.28% |
| Reliance
Trust Company FB MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 154103.145 | 12.57% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 564263.737 | 37.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 562987.562 | 37.27% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Administrative Class | 211217.924 | 13.98% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Administrative Class | 171734.921 | 11.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 2473895.117 | 78.35% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 312112.451 | 9.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 401866.498 | 45.12% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 264869 | 29.74% |
| F-68 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Fidelity
Investments Institutional Operations Company LLC (FIIOC) FBO Scheurer Hospital Employees Retirement Plan 100 Magellan Way (KWIC) Covington, KY 41015 |
Class R4 | 96318.77 | 10.81% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 64795.189 | 7.27% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 300787.811 | 52.28% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 187775.661 | 32.64% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R3 | 46367.976 | 8.06% |
| MassMutual Global Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 2374282.299 | 40.86% |
| National
Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 |
Class I | 1220137.11 | 21.00% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 1117035.845 | 19.23% |
| John
Hancock Trust Company LLC 690 Canton Street, Suite 100 Westwood, MA 02090 |
Class I | 559428.004 | 9.63% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class I | 425680.273 | 7.33% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 5465495.304 | 90.42% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 565958.644 | 9.36% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 326810.569 | 68.85% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 141722.188 | 29.86% |
| F-69 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 4857992.52 | 97.81% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 675638.35 | 62.72% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 254718.322 | 23.65% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 107378.043 | 9.97% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 382136.682 | 40.65% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 335636.632 | 35.70% |
| Reliance
Trust Company FBO MassMutual Ominbus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 151869.541 | 16.15% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 62849.137 | 6.69% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 419252.541 | 50.76% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 372685.333 | 45.12% |
| MassMutual International Equity Fund | |||
| MassMutual
RetireSMARTSM by JPMorgan 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1712222.992 | 17.57% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1342313.103 | 13.77% |
| MassMutual
RetireSMARTSM by JPMorgan 2050 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1289412.086 | 13.23% |
| MassMutual
RetireSMARTSM by JPMorgan 2035 Fund 1 Iron Street Boston, MA 02210 |
Class I | 951100.108 | 9.76% |
| MassMutual
RetireSMARTSM by JPMorgan 2045 Fund 1 Iron Street Boston, MA 02210 |
Class I | 829531.089 | 8.51% |
| F-70 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 800785.072 | 8.22% |
| MassMutual
RetireSMARTSM by JPMorgan 2025 Fund 1 Iron Street Boston, MA 02210 |
Class I | 512344.288 | 5.26% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 4978347.556 | 98.76% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 322681.735 | 83.37% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 64369.615 | 16.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 256682.513 | 91.95% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 22485.7 | 8.05% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 687881.772 | 47.69% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 587531.049 | 40.73% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 157451.1 | 92.10% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R4 | 13492.678 | 7.89% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 267317.933 | 92.35% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 17547.092 | 6.06% |
| MassMutual Strategic Emerging Markets Fund | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 6686072.363 | 55.93% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 1217236.58 | 10.18% |
| F-71 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual
RetireSMARTSM by JPMorgan 2040 Fund 1 Iron Street Boston, MA 02210 |
Class I | 635881.996 | 5.32% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 212704.36 | 100.00% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 155018.035 | 84.31% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 26762.437 | 14.55% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 74209.465 | 88.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 8470.477 | 10.14% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 37291.569 | 78.45% |
| Reliance
Trust Company FBO MassMutual Various Non Qualified RP P.O. Box 28004 Atlanta, GA 30358 |
Class A | 3664.106 | 7.71% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 3478.36 | 7.32% |
| Millennium
Trust Co LLC FBO Various Beneficiaries 2001 Spring Road Suite 700 Oak Brook, IL 60523 |
Class A | 3100.898 | 6.52% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 32076.714 | 91.35% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 2338.262 | 6.66% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 74371.661 | 80.78% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 17614.545 | 19.13% |
| F-72 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| MassMutual Short-Duration Bond Fund* | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 5334123.672 | 26.65% |
| MassMutual
20/80 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 4132233.485 | 20.65% |
| MassMutual
40/60 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 2854863.725 | 14.26% |
| Voya
Institutional Trust Company FBO Mercedes Benz 30 Braintree Hill Office Park Braintree, MA 02184 |
Class I | 1465275.748 | 7.32% |
| MassMutual
60/40 Allocation Fund 1 Iron Street Boston, MA 02210 |
Class I | 1382218.126 | 6.91% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 4380599.491 | 73.14% |
| Matrix
Trust Company Trustee FBO Formosa Plastics Corporation U.S.A. P.O. Box 52129 Phoenix, AZ 85072 |
Class R5 | 1459674.873 | 24.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 297915.198 | 60.91% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 163702.839 | 33.47% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1334148.341 | 90.79% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 120036.731 | 8.17% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 530423.06 | 48.94% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 289192.594 | 26.68% |
| F-73 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 154855.056 | 14.29% |
| Matrix
Trust Company FBO Kayser-Roth Corporation Supplemental Retirement Plan P.O. Box 52129 Phoenix, AZ 85072 |
Class R4 | 87087.914 | 8.04% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 2140081.851 | 83.76% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class A | 191032.048 | 7.48% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 148841.818 | 5.83% |
| Sammons
Financial Network 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266 |
Class R3 | 706860.739 | 59.30% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 376258.65 | 31.57% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road, Suite 400 Atlanta, GA 30328 |
Class R3 | 90480.002 | 7.59% |
| Charles
Schwab Corporation Special Custody A/C FBO Customers 211 Main Street San Francisco, CA 94105-1905 |
Class Y | 40116049.54 | 39.62% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class Y | 23970063.99 | 23.67% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class Y | 13891535.9 | 13.72% |
| UBS
WM USA Omni Account M/F 1000 Harbor Boulevard., Floor 5 Weehawken, NJ 07086 |
Class Y | 8531705.615 | 8.43% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class L | 7907604.649 | 64.94% |
| F-74 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| RBC
Capital Markets LLC Mutual Fund Omnibus 60 South 6th Street, Suite 700 #P08 Minneapolis, MN 55402 |
Class L | 1688391.35 | 13.87% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class L | 1086300.281 | 8.92% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class C | 62105.587 | 47.94% |
| RBC
Capital Markets LLC Mutual Fund Omnibus 60 South 6th Street, Suite 700 #P08 Minneapolis, MN 55402 |
Class C | 32480.869 | 25.07% |
| LPL
Financial 156 Alabama St Crestview, FL 32536 |
Class C | 15181.045 | 11.72% |
| Raymond
James Omnibus For Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716 |
Class C | 9985.93 | 7.71% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class C | 9786.297 | 7.55% |
| MassMutual High Yield Fund* | |||
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class I | 15454606.27 | 37.91% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class I | 3241222.491 | 7.95% |
| MassMutual
RetireSMARTSM by JPMorgan 2030 Fund 1 Iron Street Boston, MA 02210 |
Class I | 3118918.33 | 7.65% |
| MassMutual
RetireSMARTSM by JPMorgan 2020 Fund 1 Iron Street Boston, MA 02210 |
Class I | 2789755.823 | 6.84% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R5 | 1477672.465 | 28.68% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R5 | 1167365.662 | 22.66% |
| F-75 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class R5 | 1154536.275 | 22.41% |
| DCGT
as Trustee and/or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392 |
Class R5 | 324143.487 | 6.29% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class R5 | 287166.48 | 5.57% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Service Class | 1302892.082 | 41.03% |
| Reliance
Trust Company FBO MM Stationary Engineers Local P.O. Box 78446 Atlanta, GA 30362 |
Service Class | 620875.924 | 19.55% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Service Class | 569396.471 | 17.93% |
| The
Hartford One Hartford Plaza Hartford, CT 06155 |
Service Class | 241015.401 | 7.59% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Administrative Class | 1141167.69 | 49.91% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Administrative Class | 878195.23 | 38.41% |
| Great-West
Trust Company FBO Employee Benefits Clients 401K 8515 East Orchard Road Greenwood Village, CO 80111 |
Administrative Class | 134597.25 | 5.89% |
| DCGT
as Trustee and/or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392 |
Class R4 | 1593038.901 | 35.69% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R4 | 1221713.533 | 27.37% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R4 | 905899.393 | 20.29% |
| F-76 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R4 | 251342.004 | 5.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class A | 892095.272 | 63.57% |
| Reliance
Trust Company FBO MassMutual RP P.O. Box 48529 Atlanta, GA 30362 |
Class A | 260527.663 | 18.56% |
| Talcott
Resolution Life Insurance Company 1 Griffin Road North Windsor, CT 06095 |
Class R3 | 2151473.978 | 56.63% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class R3 | 1187299.106 | 31.25% |
| Reliance
Trust Company FBO MassMutual Omnibus PPL/SMF 1100 Abernathy Road Atlanta, GA 30328 |
Class R3 | 290660.755 | 7.65% |
| Jewish
Communal Fund 575 Madison Avenue, Suite 703 New York, NY 10022 |
Class Y | 2517786.496 | 55.03% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class Y | 1370633.86 | 29.96% |
| Charles
Schwab Corporation Special Custody A/C FBO Customers 211 Main St. San Francisco, CA 94105-1905 |
Class Y | 623774.454 | 13.63% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class Y | 11017.323 | 100.00% |
| MassMutual Global Floating Rate Fund* | |||
| The
Shimon Ben Joseph Foundation 343 Sansome Street, Suite 550 San Francisco, CA 94104 |
Class I | 4572984.68 | 56.83% |
| U.S.
Bank, National Association 1555 North RiverCenter Drive, Suite 302 Milwaukee, WI 53212 |
Class I | 3473741.242 | 43.17% |
| UBS
WM USA Omni Account M/F 1000 Harbor Boulevard, Floor 5 Weehawken, NJ 07086 |
Class Y | 9176497.93 | 27.40% |
| F-77 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class Y | 5793464.498 | 17.30% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class Y | 3855258.204 | 11.51% |
| LPL
Financial 156 Alabama St Crestview, FL 32536 |
Class Y | 3386549.282 | 10.11% |
| Maril
& Co FBO Reliance Trust Company 4900 West Brown Deer Road Milwaukee, WI 53223 |
Class Y | 2312312.751 | 6.90% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class L | 4239846.889 | 74.37% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class L | 335092.629 | 5.88% |
| Massachusetts
Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 |
Class L | 295642.212 | 5.19% |
| MassMutual Global Credit Income Opportunities Fund* | |||
| U.S.
Bank, National Association 1555 North RiverCenter Drive, Suite 302 Milwaukee, WI 53212 |
Class I | 717222.001 | 99.70% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class Y | 2610789.708 | 23.72% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class Y | 2307328.118 | 20.96% |
| SEI
Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456 |
Class Y | 1468438.338 | 13.34% |
| Wells
Fargo Bank FBO Alex Lee Inc P.O. Box 1533 Minneapolis, MN 55480 |
Class Y | 934458.212 | 8.49% |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class Y | 795112.627 | 7.22% |
| Charles
Schwab Corporation Special Custody A/C FBO Customers 211 Main St. San Francisco, CA 94105-1905 |
Class L | 5774493.127 | 86.01% |
| F-78 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class L | 586096.167 | 8.73% |
| Raymond
James Omnibus For Mutual Funds House ACCT Firm 92500015 880 Carillon Parkway St. Petersburg, Fl 33713 |
Class C | 290001.548 | 45.93% |
| Morgan
Stanley Smith Barney LLC 2000 Westchester Avenue Purchase, NY 10577 |
Class C | 259732.939 | 41.13% |
| UBS
WM USA Omni Account M/F 1000 Harbor Boulevard, Floor 5 Weehawken, NJ 07086 |
Class C | 32276.54 | 5.11% |
| MassMutual Emerging Markets Debt Blended Total Return Fund* | |||
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class I | 91.824 | 100.00% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class Y | 3289663.948 | 24.22% |
| UBS
WM USA Omni Account M/F 1000 Harbor Boulevard, Floor 5 Weehawken, NJ 07086 |
Class Y | 3073060.999 | 22.62% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class Y | 2341007.448 | 17.23% |
| Charles
Schwab Corporation 211 Main Street San Francisco, CA 94105-1905 |
Class Y | 1762914.104 | 12.98% |
| Reliance
Trust Company FBO Huntington National Bank P.O. Box 78446 Atlanta ,GA 30357 |
Class Y | 1253829.463 | 9.23% |
| Charles
Schwab Corporation 211 Main Street San Francisco, CA 94105-1905 |
Class L | 923493.882 | 64.37% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class L | 234757.849 | 16.36% |
| Charles
Schwab Corporation Special Custody A/C FBO Customers 211 Main Street San Francisco, CA 94105-1905 |
Class L | 116256.559 | 8.10% |
| LPL
Financial 156 Alabama St Crestview, FL 32536 |
Class C | 26354.345 | 40.82% |
| F-79 |
| Name and Address of Shareholder | Class
of Shares |
Number
of Outstanding Shares Beneficially Owned |
Percentage
of Outstanding Shares of Noted Class Owned |
| Pershing
LLC P.O. Box 2052 Jersey City, NJ 07303 |
Class C | 18352.847 | 28.43% |
| Raymond
James Omnibus For Mutual Funds House ACCT Firm 92500015 880 Carillon Parkway St. Petersburg, Fl 33713 |
Class C | 13980.327 | 21.65% |
| National
Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Class C | 3232.214 | 5.01% |
| MassMutual Global Emerging Markets Equity Fund* | |||
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class I | 490000 | 100.00% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class Y | 490000 | 96.88% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class L | 10000 | 100.00% |
| Barings
LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 |
Class C | 10000 | 100.00% |
| * | Beneficial ownership information for this Fund is provided as of January 3, 2022. |
| F-80 |
