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 variable contract owners and policy holders 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 liquidate the MML American Funds International Fund, MML Equity Momentum Fund, and MML Special Situations Fund and distribute the liquidation proceeds to an affiliated money market fund. (To be voted upon by shareholders of the applicable Funds.)

3.       To change the status of the MML Blue Chip Growth Fund and MML Large Cap 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 telephonetelephone:: Call the toll-free number printed on your voting instruction card(s) and following the recorded instructions.On-line: Visitwww.proxyweb.comwww.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 a Boardelect 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 Trustees.each Trust of which the Funds are series.

What are shareholders being asked to do?

Shareholders are being asked to consider the re-election of all the current Trustees. In addition, shareholders are being asked to elect Richard H. Ayers, Allan W. Blair, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr.Bradford Malt, Cynthia R. Plouché, and Susan B. Sweeney,Jason J. Price, who are not currently Trustees, but whoand 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 serveserves as Trustees of the MML Series Investment Fund and MassMutual Select Funds.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 Trustinvestment adviser to the Trusts, under the Investment Company Act of 1940, as amended (the “1940 Act”), which is the Actfederal statute that governs the management and administrationoperations of mutual funds, such as those contained in the Trust.funds.

Proposal 2. To approve an Amended and Restated Agreement and Declaration of Trust.

Why are you proposing this change?

The four trusts in the MassMutual mutual fund family were formed at different times, and their current Agreements and Declarations of Trust—their principal governing documents—differ from each other. Those differences can create inefficiencies in the operations of the Fund family that can be disadvantageous to the funds in the family and their shareholders and to MassMutual. In addition, the proposed changes provide for increased flexibility and more substantial limitations of liability, which more recent declarations of trust provide to certain other Massachusetts business trusts and to their trustees and officers.

How will this change address these issues?

MassMutual believes that adoption of the proposed Amended and Restated Agreement and Declaration of Trust for each of the MassMutual trusts (i) will provide the Trustees greater flexibility to manage the funds in the family in an efficient and cost-effective manner in the best interests of shareholders, (ii) will help the MassMutual trusts to attract and retain attractive candidates to serve as trustees by providing them with broad indemnification rights and limitations on liability, and (iii) will streamline corporate governance among the MassMutual trusts, potentially resulting in reduction or elimination of certain costs and delays over time.

Proposals 3, 4, and 5. To approve an amended and restated investment management agreement.

Will this change affect how the Funds are being managed?

No, this change is not intended to affect how any of the Funds are being managed. Under the amended agreements, MassMutual would continue to provide the same level of service to each Fund it provides under the current investment management agreements.

Will there be any changes to the Funds’ advisory fees?

No, there will be no changes in the advisory fees payable to MassMutual by any of the Funds.

Why are you proposing these changes?

The purpose of the amendments to the investment management agreements is to clarify the respective obligations of the parties and to make the investment management agreements between MassMutual and the various mutual funds advised by MassMutual more consistent.

Why is one form of agreement being proposed for some Funds, and another form for other Funds?

Under its current investment management agreement with some of the Funds, MassMutual provides only investment management services; it provides administrative services to those Funds under a separate form of agreement. For other Funds, MassMutual provides both investment management services and administrative services under a single agreement. The two new forms of agreement correspond to those existing agreements.

What is the effect of the proposed changes?

Very generally, the changes include:

The Trustees and MassMutual believe that the Trust will benefit from the additional clarity provided by the revisions and more uniform contract provisions across the MassMutual fund family. Some of these proposed changes are expected to be favorable to MassMutual.

Why does the MML Managed Bond Fund have its own proposal?

There would be no change in the advisory fee payable by the Fund pursuant the amended investment management agreement. However, unlike the investment management agreements for the other funds in the MassMutual fund complex, the MML Managed Bond Fund’s current investment management agreement provides that MassMutual will bear a portion of the Fund’s own out-of-pocket expenses. That provision would be eliminated in the new agreement, so the out-of-pocket expenses incurred by the Fund would increase as a result. MassMutual has agreed to enter into an expense limitation agreement with the Fund under which MassMutual will agree to continue to pay expenses of the Fund on the same basis as if the current investment management agreement were still in effect, subject to certain exceptions, for a period of at least three years.

Proposal 6. To liquidate the MML Enhanced Index CoreAmerican Funds International Fund, MML Equity Momentum Fund, and MML Special Situations Fund and distribute the liquidation proceeds to an affiliated money market fund.

Why are you proposing to liquidate thisMML American Funds International Fund, MML Equity Momentum Fund, and MML Special Situations Fund?

ThisMML Advisers proposed the liquidation of each Fund because each Fund is being proposedrelatively small and is not expected to be liquidated becauseachieve substantially larger scale. As a result, the Fund has asset levels considered too low for continued viability. In addition, MassMutualFunds are unlikely to achieve substantial economies of scale in the foreseeable future, and MML Advisers does not believe that the Fundthese Funds will be successful in attracting new assets from investors. MML Advisers believes that investors in these Funds might be better served by other investments that may be available to them.

How will this change affect me as a variable contract owner or policy holder?

If the liquidation is approved, theeach Fund will be terminated and the Insurance Companies have informed the Trusts that they will use the liquidation proceeds will be used to purchase shares of an affiliated money market fund. The Insurance Companies have informed the Trust that, as a variable contract owner or policy holder, you will have the option to transfer your interest in thea liquidating Fund to another investment option under your variable contract/policy either before or after the liquidation. In addition, the Insurance Companies have informed the Trusts that variable contract owners and policy holders will not incur any fees or charges as a result of the liquidation.these liquidations. More information about your investment options is set forth below.

After careful consideration, each Fund’s Board of Trustees has unanimously determined that the liquidation of each Fund would be in the best interest of the Fund and its shareholders.

Proposal 7.3. To approve a sub-subadvisory agreement forchange the status of the MML China Fund.Blue Chip Growth Fund and MML Large Cap Growth Fund from “diversified” to “non-diversified.”

Why are you proposing this change?

The proposed sub-subadvisory agreement will bringMML Blue Chip Growth Fund and MML Large Cap Growth are currently classified as “diversified” funds for purposes of Section 5(b)(1) of the Fund’s investment management arrangements more closely1940 Act. Both funds are managed against the Russell 1000^® Growth Index, which has become increasingly concentrated in line with arrangements in place for other fundsits 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 MassMutual fund complex with comparable structures.

WillRussell 1000^® Growth Index even if the portfolio managers find them to be attractive investment opportunities. In practice, this change affect howmeans that the Fund is being managed?

No,Funds are unable to invest in these issuers to the Fund’s investment program andextent that the persons involved in managing the Fund will not changeportfolio managers desire as a result of implementationthe 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 proposed sub-subadvisory agreement. Baring International Investment Limited (“Baring”) will continueFund’s assets in a more limited number of issuers, similar to servethe Fund’s benchmark. Although each Fund would be exposed to non-diversification risk, as subadviserits 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 will remain responsible for the day-to-day management of the Fund’s investment portfolio. Under the proposed sub-subadvisory agreement, Baring Asset Management (Asia) Limited (“Baring Asia”) would assist Baring in providing investment management services to the Fund. Certain employees of Baring Asia currently provide similar assistance to Baring as associated persons of Baring, and would continue to do so under the sub-subadvisory agreement.

Will there be any changes to the Fund’s fees?

No, implementation of the sub-subadvisory agreement will not result in any increase in the Fund’s expenses; any fees paid to Baring Asia under the sub-subadvisory agreement will by paid by Baring, and not by the Fund.

Proposal 8. To change or eliminate certain fundamental investment restrictions.

What is the purpose of these proposed changes?

Generally, the purpose of these proposed changes is to increase a Fund’s investment flexibility by removing outdated, and/or what MassMutual considers to be unnecessarily restrictive, policies, and to reduce administrative and compliance burdens on the Funds and MassMutual by simplifying these fundamental investment restrictions and bringing them more closely in line with those of other funds in the MassMutual fund family.

Will these changes result in changes to my Fund’s investment approach?

No, MassMutual has informed the Trustees that it does not anticipate any change in the way in which the Funds are managed as a result of these proposed changes.

How will these changes benefit me as a variable contract owner or policy holder?

MassMutual and the Board believe that maintaining the current fundamental investment restrictions could prevent the Funds from taking advantage of attractive investment opportunities and/or responding to changing regulations in the future—at least without incurring the delays and costs that would be associated with seeking shareholder approval—and that as a result the changes have the potential to benefit both the Funds and theirits shareholders.

MML SERIES INVESTMENT FUND

MML Series investment Fund II

1295 State Street

Springfield, Massachusetts 0111101111-0001

MML Blue Chip Growth Fund

MML Equity Income Fund

MML Equity Index Fund

MML Focused Equity Fund

MML Foreign Fund

MML Fundamental Equity Fund

MML Fundamental Value Fund

MML Global Fund

MML Income & Growth Fund

MML International Equity Fund

MML Large Cap Growth Fund

MML Managed Volatility Fund

MML Mid Cap Growth Fund

MML Mid Cap Value Fund

MML Small Cap Growth Equity Fund

MML Small Company Value Fund

MML Small/Mid Cap Value Fund

MML Sustainable Equity Fund

MML Total Return Bond Fund

MML Conservative Allocation Fund

MML Balanced Allocation Fund

MML Moderate Allocation Fund

MML Growth Allocation Fund

MML Aggressive Allocation Fund

MML American Funds Growth Fund

MML American Funds International Fund

MML American Funds Core Allocation Fund

MML Blend Fund

MML ChinaDynamic Bond Fund

MML Enhanced Index Core Equity Fund

MML Equity Fund

MML Equity Momentum Fund

MML Equity Rotation Fund

MML High Yield Fund

MML Inflation-Protected and Income Fund

MML iShares® 60/40 Allocation Fund

MML iShares® 80/20 Allocation Fund

MML Managed Bond Fund

MML Money Market Fund

MML Short-Duration Bond Fund

MML Small/MidSmall Cap Equity Fund

MML Special Situations Fund

MML Strategic Emerging Markets Fund

MML U.S. Government Money Market Fund

(each, a “Fund” and collectively, the “Funds”)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [December 15], 2011May 25, 2022

Dear Variable Annuity Contract Owner or Variable Life Insurance Policy Holder:

Based on allocations of premiums or other amounts under your variable annuity contract or variable life insurance policy issued by Massachusetts Mutual Life Insurance Company (“MassMutual”), C.M. Life Insurance Company, or MML Bay State Life Insurance Company (“MML Bay State”), or C.M. Life Insurance Company (“C.M. Life”) (each, an “Insurance Company”), you are entitled to instruct your Insurance Company as to how it should vote on certain proposals to be considered at the Special Meetingmeeting of shareholders (the “Meeting”) of MML Series Investment Fund and MML Series Investment Fund II (the(separately, the “Trust” and together the “Trusts”) and itstheir constituent Funds.

The Special Meeting of shareholders of each Fund will be held on May 25, 2022 at 3:30 p.m. EST, (the “Meeting Date”) solely by means of remote communication. Instructions on participating in the offices of the Trust, 1295 State Street, Springfield, MA 01111, on [December] [15], 2011 at [10:00] a.m., Springfield time.Meeting are provided below. You are entitled to provide your Insurance Company with voting instructions on some Proposal 1 below, and, depending on the Fund(s) you own, potentially on Proposal 2 and/or 3:

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 liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund (the MML American Funds International Fund, MML Equity Momentum Fund, and MML Special Situations Fund) (To be voted upon by the shareholders of the applicable Funds, voting separately by Fund);

3.       To change the status of the MML Blue Chip Growth Fund and MML Large Cap Growth Fund from “diversified” to “non-diversified” (To be voted upon by the shareholders of the applicable Funds, voting separately by Fund); and

4.        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 Trust. With respect to Proposal 1, all of the following proposals to be voted upon at the Special Meeting, depending on the identityshareholders of Funds that are series of the Fund:same Trust will vote together as a single class. With respect to Proposals 2 and 3, 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 proxy 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
Clerk	Secretary

6

	MML Series Investment Fund
	MML Series Investment Fund II

[November 4], 2011       ] [ ], 2022

It is important that your contract or policy 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.

MML SERIES INVESTMENT FUND
MML Series investment Fund II

1295 State Street

Springfield, Massachusetts 0111101111-0001

MML Blue Chip Growth Fund

MML Equity Income Fund

MML Equity Index Fund

MML Focused Equity Fund

MML Foreign Fund

MML Fundamental Equity Fund

MML Fundamental Value Fund

MML Global Fund

MML Income & Growth Fund

MML International Equity Fund

MML Large Cap Growth Fund

MML Managed Volatility Fund

MML Mid Cap Growth Fund

MML Mid Cap Value Fund

MML Small Cap Growth Equity Fund

MML Small Company Value Fund

MML Small/Mid Cap Value Fund

MML Sustainable Equity Fund

MML Total Return Bond Fund

MML Conservative Allocation Fund

MML Balanced Allocation Fund

MML Moderate Allocation Fund

MML Growth Allocation Fund

MML Aggressive Allocation Fund

MML American Funds Growth Fund

MML American Funds International Fund

MML American Funds Core Allocation Fund

MML Blend Fund

MML ChinaDynamic Bond Fund

MML Enhanced Index Core Equity Fund

MML Equity Fund

MML Equity Momentum Fund

MML Equity Rotation Fund

MML High Yield Fund

MML Inflation-Protected and Income Fund

MML iShares® 60/40 Allocation Fund

MML iShares® 80/20 Allocation Fund

MML Managed Bond Fund

MML Money Market Fund

MML Short-Duration Bond Fund

MML Small/MidSmall Cap Equity Fund

MML Special Situations Fund

MML Strategic Emerging Markets Fund

(each, a “Fund” and collectively, the “Funds”)MML U.S. Government Money Market Fund

NOTICE OF SPECIAL

PROXY STATEMENT

FOR THE MEETING OF SHAREHOLDERS

To Be Held on [December 15], 2011

Notice is hereby given that a special meeting of shareholders (the “Meeting”) of MML Series Investment Fund II (the “Trust”) and each of its constituent Funds, will be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, on [December] [15], 2011 at [10:00] a.m., Springfield time, for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated [November 4], 2011:

Shareholders of record as of the close of business on [September 30], 2011 will be entitled to notice of, and to vote at, the Meeting or any adjournment(s) thereof. If you attend the Meeting, you may vote your shares in person. Any shareholder present at the Meeting may vote personally on all matters brought before the Meeting and, in that event, such shareholder’s proxy will not be used. The enclosed voting instruction card is being solicited on behalf of the Board of Trustees of the Trust.

By order of the Trustees of the Trust,

Andrew M. Goldberg,

Clerk

[November 4], 2011

MML SERIES INVESTMENT FUND II

1295 State Street

Springfield, MA 01111

MML Blend Fund

MML China Fund

MML Enhanced Index Core Equity Fund

MML Equity Fund

MML High Yield Fund

MML Inflation-Protected and Income Fund

MML Managed Bond Fund

MML Money Market Fund

MML Short-Duration Bond Fund

MML Small/Mid Cap Equity Fund

MML Strategic Emerging Markets Fund

PROXY STATEMENT

FOR THE SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [December 15], 2011

May 25, 2022
Important Notice Regarding the Availability of this Proxy Statement

This Proxy Statement is available at www.proxyweb.com.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 MML Series Investment Fund and MML Series Investment Fund II (the(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 special meeting of the shareholders of the Funds (the “Meeting”) to be held solely by means of remote communication at the offices of the Trust, 1295 State Street, Springfield, MA 01111, at [10:00] a.m., Springfield time,3:30 p.m. EST, on [December] [15] 2011,May 25, 2022, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Special 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 [November 4], 2011.[March] [   ], 2022. Please read this Proxy Statement and keep it for future reference.

The Meeting has been called for the purpose of having the shareholders of the Funds consider and take action upon the proposals listed in the Notice (the “Proposals”). This Proxy Statement contains information you should know before voting on the Proposals. The following are the Proposals presented in this Proxy Statement for which the Funds are soliciting proxies and the Funds that are affected by such Proposals:

1

Timely, properly executed proxies will be voted as you instruct. If no specification is made with respect to a Proposal, shares will be voted in accordance with the recommendation of the Board as to such Proposal. The 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 personal interview, mail, telephone, facsimile, or electronic mail (“e-mail”) by officers and Trustees of the Trust and officers and employees of the Adviser, or its affiliates, and other representatives of the Trust. Except with respect to Proposal 6, and as described therein, the Trust will bear the costs incurred in connection with the solicitation of proxies, the costs of holding the Meeting, and other expenses associated with obtaining the approval of the Funds and their shareholders. In the event it becomes necessary or desirable, Broadridge Financial Solutions, Inc. may be paid to solicit shareholders by telephone on behalf of the Funds. The approximate anticipated total cost of this service is $6,000 and, notwithstanding the above, would be paid by MassMutual.

2

Shareholders of record at the close of business on [September 30], 2011 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. As of the Record Date, the following shares of each Fund were issued and outstanding and entitled to vote:

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.

The principal executive offices of the TrustTrusts are located at 1295 State Street, Springfield, MA 01111.01111-0001. The Trust wasTrusts were established by MassMutualMassachusetts Mutual Life Insurance Company (“MassMutual”) for the purpose of providing an investment vehicle for the separate investment accounts of variable annuity contracts and variable life insurance policies offered by insurance companies, including MassMutual and its life insurance subsidiaries. Accordingly, shares of the Funds are not offered to the general public.

This solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying voting instruction card. Supplementary solicitations of voting instructions 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 “MML Advisers”) or its affiliates, and other representatives of the Trusts. MassMutual, MML Bay State Life Insurance Company (“MML Bay State”) and C.M. Life Insurance Company (“C.M. Life”) (each, an “Insurance Company”) will solicit voting instructions with respect to shares held by the separate accounts from owners of and participants and payees under variable contracts (“contract owners”). All shares of each Fund held by a separate account will be voted. Shares for which no timely voting instructions are received will be voted in the same proportions as shares for which instructions are received.

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 Proposals 2 and 3, each Fund will vote separately.

The principal executive offices of the Trusts are located at 1295 State Street, Springfield, MA 01111-0001. Upon request and without charge, the Trusts will furnish each person to whom this Proxy Statement is delivered with a copy of the Funds’ latest annual and semi-annual reports (if any) to shareholders. You may obtain copies of one or more reports without charge by contacting the insurance or annuity company through which you purchased your variable contract (if you are a contract owner) or 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. Except with respect to Proposal 2, the expenses of the preparation of the Proxy Statement and related materials, including printing and delivery costs, and vote solicitation will be borne by the Funds.

The Trusts have engaged Broadridge Financial Solutions, Inc. (“Broadridge”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. It is anticipated that the cost of these services will be approximately $_______ and may increase substantially in the event any vote is contested or increased solicitation efforts are required.

I.       PROPOSAL 1: ELECTION OF TRUSTEES

Affected Funds:

All Funds

The Board’s Nominating and Governance Committee is responsible for making recommendations concerning the nominees for election as Trustees of the Funds. The Nominating and Governance Committee consists solely of Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds. Those Trustees who are not “interested persons” of the Funds are referred to as “Independent Trustees” in this Section I of the Proxy Statement.

The Board is currently comprised of the following foureight Trustees: Nabil N. El-Hage, Maria D. Furman, C. Ann Merrifield, and Elaine A. Sarsynski. The Trust’s shareholders have previously elected each of these Trustees, with the exception of Ms. Sarsysnki, who was appointed as a Trustee by the Board in February 2011. The following six individuals were recently recommended by the Trust’s Nominating and Independent Trustees’ Matters Committee to also be presented to the Trust’s shareholders for election: Richard H. Ayers, Allan W. Blair, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, 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, (together with Ms. Sarsynski,each of whom currently serves as a Trustee, to stand for election to the Board of Trustees of the Trusts (collectively, the “Nominees”). These six individuals currently serve as trustees for two other open-end management investment companies for which MassMutual serves as investment adviser, the MML Series Investment Fund (“MML Series”) and the MassMutual Select Funds (“Select Funds”).

If elected, each Trustee of the TrustTrusts will serve effective January 1, 2012, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or until he or she dies, resigns, or is removed. NotwithstandingUnless the foregoing, (i)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, and (ii)however, an interested Trustee of the Trust shall no longer serve as a Trustee if or when they are no longer an employee of MassMutual or an affiliate.

3

The following table provides information concerning the Nominees for election by shareholders, Trustees whose re-election is being sought, and the executive officers of the Trust.shareholders. Unless otherwise noted, (i) each Trustee, Nominee, and officer 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.

01111-0001.

4

6

7

Nominee Qualifications

The Trust’s AgreementTrusts’ Agreements and DeclarationDeclarations of Trust doesdo not set forth any specific qualifications to serve as a trustee. The charter of the Nominating and Independent Trustees’ MattersGovernance Committee of theeach Trust states that all independentIndependent 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):

(ii)       relevant industry and related experience;

8(iii)       educational background;

(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 recommendedshareholder-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 Trust’sFunds’ 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. Although the Board does not have a formal diversity policy, theThe 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 or to be re-elected toon 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.

Richard H. Ayers—As a director and audit committee member of several publicly traded companies, Mr. Ayers has experience with financial, regulatory, and operational issues. He also held executive positions with a manufacturing company for 25 years and has experience as a governance chairman of a non-profit organization. Mr. Ayers holds a BS and an MS in Industrial Management from Massachusetts Institute of Technology.

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 2530 years. Mr. Blair holds a BA from the University of Massachusetts at Amherst and a JD from Western New England College School of Law.

Nabil N. El-Hage—As a former CEO or CFO of various public and private companies, Mr. El-Hage has experience with financial, regulatory, and operational issues. He has also taught corporate finance at the graduate level, and has served as a director for more than a dozen public and private companies and as an associate at a venture capital firm. Mr. El-Hage holds a BS in Electronic Engineering from Yale University and an MBA with high distinction from Harvard University.

Michael R. Fanning — As an executive and/or director of financial services and insurance companies, Mr. Fanning has experience with financial, regulatory, and operational issues. He also has served as an audit committee member for financial services and insurance companies. Mr. Fanning holds a BA in Economics and a BA in Organizational Behavior and Management from Brown University.

Maria D. Furman—As a trustee and chairperson or member of the audit and investment committees of various educational organizations, and as a former managing director, director, and portfolio manager at an investment management firm, Ms. Furman has experience with financial, regulatory, and operational issues. She also has served as an audit and investment committee member and a director, treasurer and investment committee chair for environmental, educational, and healthcare organizations. Ms. Furman is a CFA charterholder and holds a BA from the University of Massachusetts at Dartmouth.

R. Alan Hunter, Jr.¹—As the former chairman of the board of a non-profit organizationorganizations and a currentformer 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.

Robert E. JoyalR. Bradford Malt —As a director of several publicly traded companies,current Chairman Emeritus, a trustee of various investment companiesformer Chairman, and a former executivepartner of an investment management company,a corporate law firm, which serves as counsel to the Trusts and to MassMutual, with over 40 years of financial services experience, Mr. JoyalMalt has experience with financial, regulatory, and operational issues. Mr. Joyal is a Chartered Financial Analyst. He holds a BA from St. Michael’s College and a MBA from Western New England College.

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F. William Marshall, Jr.—As an executive of several banking companies over the past 20 years, Mr. Marshall has experience withexpertise in financial, regulatory, and operational issues. He has over 35 years of banking experiencealso served as a director for several public and has participated on investmentprivate companies. Mr. Malt holds an AB in Applied Mathematics from Harvard College and finance committees (including chairperson) of various organizations. Mr. Marshall holds a BSBAJD from Washington University and completed the Advanced Management Program at Harvard BusinessLaw School.

C. Ann Merrifield—As —As a trustee of a healthcare organization, current and aformer partner director of specialty pharmaceutical companies, former biotechnology executive, former partner of a consulting firm and investment officer at a large insurance company, Ms. Merrifield has experience with financial, regulatory, and operational issues. She also has served as an audit committee member for a manufacturing company.company and currently serves as such for two public life sciences companies. Ms. Merrifield holds a BA and M. Ed. from the University of Maine and an MBA from Amos Tuck School of Business Administration at Dartmouth College.

Elaine A. SarsynskiClifford M. Noreen — —As an executive of a financial services companycompanies with over 35 years of investment management experience, a director of several publicly traded and private companies, an investment committee member of two non-profit organizations, and a director and/or officer of various investment companies and private funds, Mr. Noreen has experience with financial, regulatory, and operational issues. Mr. Noreen is a Chartered Financial Analyst. He holds a BA from the University of Massachusetts and an MBA from American International College.

Cynthia R. Plouché — As a former assessor of a numbertownship, a former portfolio manager for asset management firms, and a former chief investment officer and managing director of its subsidiariesan asset management firm with over 2532 years of financial services experience, Ms. SarsynskiPlouché has experience with financial, regulatory, and operational issues. She has also has experience managing governmentserved as a trustee and municipal activitiesaudit committee member for open-end investment companies and offering consulting services to the real estate industry.a trustee for a closed-end investment company. Ms. Sarsynski has FINRA Series 7 and 24 registrations andPlouché holds a BA in Psychology and Social Relations from SmithHarvard 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 in economics and aan MBA in finance and accounting from Columbia University.Harvard Business School.

Susan B. Sweeney—As ana former executive and investment officer of a property and casualty company and a former executive of a financial services company with over 3035 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, aan 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

As noted above, theThe Board is currently comprised of foureight Trustees, a majority of whom are independentIndependent Trustees. The Board is generally responsible for the management and oversight of the business and affairs of the Trust.Trusts. The Trustees formulate the general policies of the TrustTrusts and the Funds, approve contracts, and authorize Trust officers to carry out the decisions of the Board. To assist them in this role, the independentIndependent Trustees have retained independent legal counsel.

The Board has appointed an independent Trustee ChairmanChairperson of the Trust.Trusts. The ChairmanChairperson presides at Board meetings and may call a Board or committee meeting when heshe deems it necessary. The ChairmanChairperson participates in the preparation of Board meeting agendas and may generally facilitate communications among the Trustees, and between the Trustees and the Trust’sTrusts’ management, officers, and independent legal counsel, between meetings. The ChairmanChairperson may also perform such other functions as may be requested by the Board from time to time. The Board has established the fourthree 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 itits 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 Trust.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, MassMutual,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

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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 independentIndependent 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 independentIndependent 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 ChairmanChairperson of the Trust, the ChairmanChairperson 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. The Valuation Committee reviews and makes recommendations concerning the fair valuation of portfolio securities and the Funds’ pricing procedures in general. TheseThis 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.Meetings. The Board had five regularly scheduled meetings in 2010.met seven times during the fiscal year ended December 31, 2021. Each Trustee attended at least 75% of the aggregate number of all meetings of the Board.

Nominating and Independent Trustees’ Matters Committee.Audit Committee The Trust has a Nominating and Independent Trustees’ Matters (“Nominating”) Committee, comprised of each independent Trustee of the Trust. The Nominating Committee, pursuant to a Charter adopted by the Board (a) identifies individuals qualified to become independent Trustees of the Trust’s Board in the event that a position currently filled by an independent Trustee is vacated or created; (b) evaluates the qualifications of independent Trustee candidates; (c) nominates independent Trustee nominees for election or appointment to the Board; (d) sets any standards necessary or qualifications for service on the Board; and (e) performs the following governance responsibilities: (i) reviews and makes recommendations to the full Board regarding the compensation of Trustees and the Chief Compliance Officer; and (ii) monitors the independence of legal counsel for the independent Trustees. The Nominating Committee held two meetings during the fiscal year ended December 31, 2010.

The Nominating Committee will consider and evaluate nominee candidates properly submitted by shareholders of the Trust in the same manner as it considers and evaluates candidates recommended by other sources (please see the Nominating Committee Charter, attached asExhibit 1to this Proxy Statement). The Charter is not currently available to shareholders via a website.

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Audit Committee. The Trust hasTrusts have an Audit Committee, comprisedconsisting of Trustees who are independent Trusteesnot “interested persons” (as defined in the 1940 Act) of the Trust. Currently, Mr. El-Hage, Ms. Furman, and Ms. Merrifield are members of the Audit Committee.Trusts. The Audit Committee, pursuant to a Charter adopted by the Board,whose members are Messrs. Blair, El-Hage, and Hunter and Mses. Furman and Merrifield, oversees theeach 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; ascertainsevaluates 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 BoardBoard; 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. TheDuring the fiscal year ended December 31, 2021, the Audit Committee met five timesfour times. 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 December 31, 2021, the Nominating and Governance Committee met four times. 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 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 the 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 a Trust’s Nominating and Governance Committee, to the attention of the Secretary, at the address of the principal executive offices of the Trust, which is 1295 State Street, Springfield, MA 01111-0001. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Trust at least 60 calendar days before the date of the meeting at which the Nominating and Governance Committee is to select a nominee for Independent Trustee. The Shareholder Recommendation must include: (i) a statement in writing setting forth: (A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Shareholder Candidate”), including an explanation of why the shareholder believes the Shareholder Candidate will make a good Trustee; (B) the class or series and number of all shares of the Funds owned of record or beneficially by the Shareholder Candidate, as reported to such shareholder by the Shareholder Candidate; (C) any other information regarding the Shareholder Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the SEC (or the corresponding provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Funds); (D) any other information regarding the Shareholder Candidate that would be required to be disclosed if the Shareholder Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the Shareholder Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Shareholder Candidate that will be

sufficient for the Funds to make such determination; (ii) the written and signed consent of the Shareholder Candidate to be named as a nominee, consenting to (1) the disclosure, as may be necessary or appropriate, of such Shareholder Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series of the Funds owned beneficially and of record by the recommending shareholder; (iv) a description of all arrangements or understandings between the recommending shareholder and the Shareholder Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and (v) such other information as the Nominating and Governance Committee may require the Shareholder Candidate to furnish as the Nominating and Governance Committee may reasonably require or deem necessary to determine the eligibility of such Shareholder Candidate to serve as a Trustee or to satisfy applicable law.

Contract Committee. The Trusts have a Contract Committee, consisting of each Trustee who is not an “interested person” of the Trusts. The Contract Committee met twice during the fiscal year ended December 31, 2010.

Governance Committee.2021. The Trust has a GovernanceContract Committee comprised of Ms. Sarsynski, Ms. Furman, and Ms. Merrifield. The Governance Committee, pursuantperforms the specific tasks assigned to a Charter adoptedindependent trustees by the Board, develops, recommends to1940 Act, including the Board, and periodically reviews, as needed, guidelines on corporate governance matters. The Governance Committee met once during the fiscal year ended December 31, 2010.

Valuation Committee. The Trust has a Valuation Committee, comprisedperiodic consideration of the President, Treasurer, Assistant Treasurers, Vice Presidents, Clerk,Trusts’ investment management agreements and Assistant Clerks of the Trust. The Valuation Committee, pursuant to a Charter adopted by the Board, determines whether market quotations are readily available for investments held by each series of the Trust and determines the fair value of investments held by each series of the Trust for which market quotations are not readily available or are not deemed reliable by the investment adviser. There are no regular meetings of the Valuation Committee but rather meetings are held as appropriate.subadvisory agreements.

Trustee Compensation.CompensationThe Trust,. Effective January 1, 2022, MML Series Investment Fund, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual or the Funds’ subadvisers an annual retainer of $20,000 and a per meeting attendance fee of $5,000$9,735 per non-telephonicquarter plus a fee of $1,416 per in-person meeting attended plus a fee of $1,416 for the annual Contract Committee meeting. The Chairperson of the Board is paid an additional 40% of the quarterly fee, the in-person or $2,500 per non-telephonic meeting attended by telephone, or $1,000 per telephonicfee, and the Contract Committee meeting attended. Thosefee. 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 a committee of the TrustAudit Committee, other than the Chairperson, are paid an additional fee of $300 per meeting attended, and committee chairpersons receive an additional annual retainer of $2,500. The Chairman4% of the Board receives anquarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional annual retainer of $20,000.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, MML Series Investment Fund, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $9,450 per quarter plus a fee of $1,440 per in-person meeting attended plus a fee of $1,440 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.

Effective January 1, 2022, MML Series Investment Fund II, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $3,685 per quarter plus a fee of $536 per in-person meeting attended plus a fee of $536 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, MML Series Investment Fund II, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $3,675 per quarter plus a fee of $560 per in-person meeting attended plus a fee of $560 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 following table in Appendix D discloses actual compensationthe fees paid to Trustees ofeach Trustee by each Fund for its most recent fiscal year (ending December 31, 2021) and the Trustfees paid to each Trustee in the Fund complex during the 2010 fiscal year.calendar year 2021. The Trust hasTrusts have no pension or retirement plan but doesdo have a deferred compensation plan. The MML Series Investment Fund plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited a rate of interest setof 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 the Board, currently 4.74%. Eacha Trustee. The MML Series Investment Fund II 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 Trustees also servedU.S. Corporate Bond Index as Trusteeof 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 otheror more registered investment company managedcompanies overseen by MassMutual, MassMutual Premier Funds.a Trustee.

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Share Ownership of the Trustees of the TrustTrusts and the Nominees.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 AugustDecember 31, 2011.2021. The following table also sets forth information regarding the aggregate dollar range of equity securities beneficially owned by each Trustee and each Nominee as of August 31, 2011 of other fundsall Funds that are overseen by the Trustee in the same family of funds as the Funds:

Funds.

The ownership information shown above does not include units of separate investment accounts that invest in one or more registered investment companies overseen by a Trustee in the family of investment companies held in a 401(k) plan or amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more such registered investment companies. As of AugustDecember 31, 2011,2021, these amounts were as follows: Mr. Ayers, over $100,000; Mr. Blair, over $100,000; Mr. Hunter,

El-Hage, over $100,000; Mr. Joyal,Fanning, $10,001-$50,000; Ms. Furman, None; Mr. Hunter, None; Ms. Merrifield, None; Mr. Noreen, over $100,000; Mr. Marshall, $1 – $10,000, and Ms. Sarsynski, $50,001 – $100,000.Sweeney, None.

As of January 4, 2022, the Trustees and officers of the Trusts, individually and as a group, beneficially owned less than 1% of the outstanding shares of any of the Funds.

To the knowledge of the Trust,Trusts, as of AugustDecember 31, 2011, neither2021, the independent Trustees, the Nominees orwho would qualify as independent Trustees, and their immediate family members owneddid not own beneficially or of record securities of anthe investment adviser, subadviser,subadviser(s), principal underwriter, or sponsoring insurance company of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser, subadviser,subadviser(s), principal underwriter, or sponsoring insurance company of the Funds.

Shareholder Communications to the Trustees.Trustees. Shareholders may send communications to the Trustees by addressing such correspondence directly to the ClerkSecretary of the Trust,Trusts, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111.01111-0001. 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 ClerkSecretary shall either (i) provide a copy of each shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the ClerkSecretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The ClerkSecretary will also provide a copy of each shareholder communication to the Trust’sTrusts’ Chief Compliance Officer.

The ClerkSecretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the TrustTrusts or itstheir operations, management, activities, policies, service providers, Board, officers, shareholders, or other matters relating to an investment in the Funds or is

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otherwise ministerial in nature (such as a request for Fund literature, share data, or financial information). The ClerkSecretary 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.Required Shareholders. With respect to Proposal 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds votethat are series of that Trust will be voted together as a single class on the election of Trustees.class. The nomineesNominees receiving the affirmative vote of a plurality of the votes cast in person or by proxy at the Special Meeting, if a quorum is present, shall be elected.

II.       PROPOSAL 2: TO LIQUIDATE MML AMERICAN FUNDS INTERNATIONAL FUND, MML EQUITY MOMENTUM FUND, AND MML SPECIAL SITUATIONS FUND AND DISTRIBUTE THE LIQUIDATION PROCEEDS TO AN AFFILIATED MONEY MARKET FUND

Affected Funds:

AllMML American Funds International Fund

Each of the Funds is a series of shares of the Trust, which is a Massachusetts business trust. The principal governing document of a Massachusetts business trust is typically its declaration of trust. The declaration of trust sets out, among other things, the rights and obligations of the trust’s shareholders and of its trustees and officers, and prescribes to a large extent the manner in which the trust, and its constituent series, or funds, will be operated. The Trust and each of the Funds operates under an Agreement and Declaration of Trust, governed by the laws of The Commonwealth of Massachusetts (the “Current Declaration”).MML Equity Momentum Fund

The four trusts in the MassMutual fund complex (each, a “MassMutual Trust”) were formed at different times, and their Current Declarations differ from each other. Those differences can create inefficiencies in the operations of the complex that can be disadvantageous to the funds in the complex and their shareholders and to MassMutual. In addition, the terms of the Current Declarations do not provide for the flexibility and limitations of liability that many more recent declarations of trust provide to Massachusetts business trusts and to their trustees and officers. MassMutual believes that adoption of an amended declaration of trust for each of the MassMutual Trusts (i) will provide the Trustees flexibility to manage the funds in the complex in an efficient and cost-effective manner in the best interests of shareholders, (ii) will help the MassMutual Trusts to attract and retain attractive candidates to serve as trustees by providing them with broad indemnification rights and limitations on liability, and (iii) will streamline corporate governance among the MassMutual Trusts, potentially resulting in reduction or elimination of costs and delays over time. On the basis of those factors and MassMutual’s recommendation, the Trustees have unanimously approved and recommend that shareholders of the Trust vote to approve a Second Amended and Restated Declaration of Trust (the “Proposed Declaration”), a blackline showing the form of which is included herein asExhibit 3. The form of the Proposed Declaration is also being proposed for the other MassMutual Trusts.

If this Proposal is approved, the Adviser plans to review the Trust’s current by-laws and may propose to the Trustees that they adopt Amended and Restated Bylaws for the Trust to make consistent or necessary and appropriate changes based on the Proposed Declaration. No shareholder approval would be required for the Amended and Restated Bylaws. If this Proposal is approved by the Trustees, the Proposed Declaration for the Trust will become effective when a majority of the Trustees has signed the Proposed Declaration and caused it to be filed with the Secretary of State of The Commonwealth of Massachusetts.

Summary of Some Important Differences. A summary of some of the important differences between the Proposed Declaration and the Current Declaration is set forth below. The changes described in this summary, as well as certain additional changes, are also highlighted in the comparison chart inExhibit 2. Additional differences are highlighted in the “blackline” comparison of the Current Declaration and the form of Proposed Declaration inExhibit 3. Not all of the differences between the Proposed Declaration and the Current Declaration are described below or in the comparison chart and you should carefully review the blackline comparison inExhibit 3. Please note that the provisions in the chart have been edited from how they appear in the Current Declaration and form of Proposed Declaration to enhance their readability. The discussion and chart below are qualified in their entirety by reference to the blackline showing the form of Proposed Declaration.

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Trustee Standard of Care. The Current Declaration and the Proposed Declaration provide that a Trustee will not be personally liable except by reason of his or her “willful misfeasance, bad faith, gross negligence or reckless disregard” of the duties involved in the conduct of the office of Trustee. Section 2 of Article IX of the Proposed Declaration includes language to clarify that any Trustee who serves as chair of the Board, a member or chair of a committee of the Board, lead independent Trustee, if any, or an expert on any topic or in any area (including an audit committee financial expert), will not be subject to any greater standard of care or liability because of such position. While the Trust’s bylaws include a provision with comparable language, the Current Declaration does not contain a comparable language, and the proposed change is intended to provide an extra safeguard for the Trustees of the Funds, making it clear that one standard of liability applies for all Trustees, without regard to designation of additional responsibilities or titles, or any actual or implied individual expertise or qualifications.

Indemnification of Trustees and Officers. The Current Declaration provides for indemnification by the Funds of Trustees and officers, but provides that a person will not be entitled to indemnification for any liability to the Trust or its shareholders if the person would have been liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the person’s office. The Proposed Declaration provides a procedure for determining whether the person in question has engaged in such disabling conduct. It provides that a person will not be entitled to indemnification only if the person “shall have been finally adjudicated in a decision on the merits in any such action, suit, or other proceeding [in respect of which indemnification is sought] to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the person’s office.”

In addition, Section 3 of Article VIII of the Proposed Declaration modifies the indemnification provision by adding a provision that creates a rebuttable presumption in favor of a Trustee or officer in determining whether the Trustee or officer engaged in conduct for which indemnification is not available or whether there is reason to believe that the Trustee or officer ultimately will be found entitled to indemnification. The Proposed Declaration provides that, in making either of these determinations, the independent Trustees or independent legal counsel will afford the Trustee or officer a rebuttable presumption that the Trustee or officer has not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and has acted in good faith in the reasonable belief that his or her action was in the best interest of the applicable Trust.

Similarly, Section 5 of Article VIII of the Proposed Declaration modifies the indemnification provision by adding a provision that states that the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contenderewill not, in and of itself, create a presumption that a Trustee or officer did not act in good faith and in the reasonable belief that his or her action was in the best interest of the applicable Trust.

These changes both provide some certainty to Trustees and other indemnified persons as to the circumstances where they might be denied indemnification, and make it less likely in most circumstances that a person will be denied indemnification.

Amendment. The Current Declaration provides that, except in certain limited circumstances, the Declaration of Trust may not be amended without a majority shareholder vote. The Proposed Declaration provides that the Trustees may amend the Declaration of Trust without a shareholder vote, except where a shareholder vote is required by any provision of the Declaration of Trust or the Bylaws or by law, or when the Trustees determine in their discretion to require a shareholder vote.

Vote Required. Shareholders of all Funds vote together as a single class on the approval of the Proposed Declaration. Approval of the Proposed Declaration with respect to the Trust requires the vote of a majority of the shares entitled to vote.

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III.    PROPOSAL 3: TO APPROVE AN AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

Affected Funds:

MML China Fund

MML High Yield Fund

MML Short-Duration Bond Fund

MML Strategic Emerging Markets Fund

The Board has unanimously approved amended and restated investment management agreements (each, an “Amended Agreement” and collectively, the “Amended Agreements”) between MassMutual and the Trust, on behalf of the Funds listed above, and is recommending that shareholders of each Fund approve the Amended Agreement.

Generally, the purpose of the Amended Agreements is to clarify the respective obligations of the parties and to bring greater consistency among the investment management agreements between MassMutual and the various mutual funds advised by it. Under the Amended Agreements, MassMutual would continue to provide the same level of service as it provides under the current investment management agreements between MassMutual and the Trust with respect to each Fund (each, a “Current Agreement” and collectively, the “Current Agreements”).There would be no change in the fees payable by any of the Funds. Descriptions of the Current and Amended Agreements, as well as some important differences, are set forth below.

If shareholders of a Fund do not approve the Amended Agreement, the Current Agreement will remain in place for that Fund.

Description of the Current and Amended Agreements and Proposed Changes. The Current Agreements became effective on the dates set forth in the table below and were last approved by the Board on May 31, 2011. The last time a Current Agreement was submitted to a vote of shareholders of the relevant Fund was when that Fund was organized.

Investment Advisory Services.Under both the Current and Amended Agreements, MassMutual undertakes to act as the investment adviser to the Funds, and agrees to perform its duties and functions under the Agreements in accordance with: (i) the 1940 Act, the Investment Advisers Act of 1940 and any rules and regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the Trust’s Agreement and Declaration of Trust and Bylaws; (iv) policies and determinations of the Board; (v) the Fund’s fundamental and non-fundamental policies and investment restrictions as set forth in its registration statement or as may be amended; and (vi) the Fund’s then-current prospectus and statement of additional information. Both the Current and Amended Agreements also contemplate MassMutual’s engagement of subadvisers for the Funds, pursuant to investment subadvisory agreements. MassMutual is responsible for compensating any subadviser to which it delegates any duties.

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Advisory Fees.For its services under the Current and Amended Agreements, MassMutual is paid an investment advisory fee monthly, at an annual rate based upon the average daily net assets of each Fund as follows:

For a description of the amounts the Funds paid to MassMutual for advisory services and the other fees paid to MassMutual and its affiliates by the Funds during the fiscal year ended December 31, 2010, please see the section in this Proposal titled “Additional Information Regarding MassMutual” below.

Portfolio Transactions and Brokerage. Under both the Current and Amended Agreements, MassMutual agrees to seek best execution in executing portfolio transactions and selecting broker-dealers for a Fund. Both Agreements provide that, in selecting broker-dealers to execute transactions, MassMutual may take into account all relevant factors and considerations, including, insofar as feasible: (i) the execution capabilities required by the transaction or transactions; (ii) the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; (iii) the importance to the Fund of speed, efficiency, or confidentiality; (iv) the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; and (v) any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.

Duration and Termination. The Current and Amended Agreements include similar provisions regarding duration and termination. The Current Agreements initially continue in effect for a period of two years, and thereafter, from year to year so long as such continuance is approved at least annually by the Board, including the vote of a majority of the Trustees who are not parties to such Agreements or interested persons of any such party, or by the holders of a majority of the outstanding voting securities of the relevant Fund. The Amended Agreements continue in effect from year to year, so long as such continuance is approved at least annually by the Board or by the holders of a majority of the outstanding voting securities of the relevant Fund, and in either case by a majority of the Trustees who are not parties to such Agreements or interested persons of any such party. The Current Agreements may be terminated: (i) for cause or with the consent of the parties and the Trust by the Trust or MassMutual at any time without penalty upon sixty days’ written notice to the other party and the Trust, or (ii) by the Trust at any time without penalty upon sixty days’ written notice to MassMutual. The Amended Agreements may be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. In addition, each Current and Amended Agreement automatically terminates upon its assignment.

Standard of Care and Limitation of Liability. Both the Current and Amended Agreements provide that MassMutual will not be liable to a Fund in the absence of MassMutual’s willful misfeasance, bad faith, or gross negligence, or reckless disregard to its obligations and duties under such Agreement. Similarly, both the Current and Amended Agreements include disclaimers of shareholder and Trustee liability for obligations of the Trust.

Description of Certain Differences between the Current and Amended Agreements. The following is a brief description of certain differences between the Current and Amended Agreements. The proposed changes are not expected to affect the nature or quality of the services to be provided to the Funds by MassMutual. A copy of the form of the Amended Agreements, marked to show changes from the form of the Current Agreements, is attached asExhibit 4.The descriptions of the Amended Agreements and differences from the Current Agreements in this Proxy Statement are qualified in their entirety by reference toExhibit 4.

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Evaluation by the Board.In their consideration of the Amended Agreements, the Trustees noted that they had approved the continuation of the Current Agreements for all of the affected Funds (except in cases where the Funds were only recently organized), and they considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by MassMutual to any of the Funds. The Trustees noted that the differences between the Current and Amended Agreements did not appear intended to change in any material respect the nature or quality of the services to be provided by MassMutual to the Funds, but rather were intended principally to clarify the nature of MassMutual’s obligations to the Funds, particularly in cases where a subadviser has been appointed for some or all of a Fund’s assets, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees considered that no change was being proposed to the advisory fees paid by any of the Funds to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change in any material amount a result of this proposed change. They also noted

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that the form of the Amended Agreements is intended to be the form that MassMutual expects to propose for all new mutual funds to be advised by it. On the basis of these and other factors, the Trustees voted to approve the Amended Agreements for all of the Funds and to recommend their approval by the shareholders of each Fund.

Prior to voting to approve the Amended Agreements, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the Amended Agreements. In arriving at a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

Additional Information Regarding MassMutual.MassMutual serves as each Fund’s investment adviser and is responsible for providing all necessary investment management and administrative services. MassMutual is a mutual life insurance company organized as a Massachusetts corporation, which was originally chartered in 1851. As a mutual life insurance company, MassMutual has no shareholders. MassMutual provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses. As of December 31, 2010, MassMutual, together with its subsidiaries, had assets under management of approximately $448.3 billion.

For providing advisory services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:

Additional Services. MassMutual also provides administrative and shareholder services to the Funds under separate Administrative and Shareholder Services Agreements pursuant to which MassMutual is obligated to provide all necessary administrative and shareholder services and to bear some Class specific expenses, such as federal and state registration fees, printing and postage. MassMutual may, at its expense, employ others to supply all or any part of the services to be provided to the Funds pursuant to such Administrative and Shareholder Services Agreements.

The Trust, on behalf of each of MML China Fund and MML Strategic Emerging Markets Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.25% for Class II shares and 0.25% for Service Class I shares. The Trust, on behalf of MML High Yield Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.15% for Class II shares and 0.15% for Service Class I shares. The Trust, on behalf of MML Short-Duration Bond Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.10% for Class II shares and 0.10% for Service Class I shares.

For providing administrative and shareholder services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:

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In addition to the services described above, MassMutual also performs the function of transfer agent for the Funds. MassMutual does not receive any separate compensation for acting as transfer agent for the Funds.

MML Distributors, LLC (the “Distributor”) acts as a principal underwriter of the Funds, pursuant to a Principal Underwriter Agreement with the Trust dated as of August 15, 2008. The Distributor is a wholly-owned subsidiary of MassMutual. Pursuant to a Distribution and Services Plan (the “Plan”) adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, Service Class I shares of the Funds pay an annual fee of 0.25% of the average daily net asset value of Service Class I shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by it in connection with the distribution of Service Class I shares of each Fund; and/or (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class I shareholders.

The Funds paid the Distributor or MassMutual the following amounts during the fiscal year ended December 31, 2010 under the Plan:

MassMutual and its affiliates will continue to provide the services discussed in this section following the approval of the Amended Agreements.

Information Regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, please see Proposal 1 above.

Principal Executive Officer and Directors of MassMutual. The principal executive officer and directors of MassMutual and their principal occupations are set forth in the following table. The address for the principal executive officer and each director is 1295 State Street, Springfield, Massachusetts, 01111.

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Comparable Funds for which MassMutual Serves as Investment Adviser. MassMutual currently manages certain funds with investment objectives that are similar to the Funds. The table below identifies each such fund, its net assets as of September 30, 2011, and MassMutual’s investment advisory fee rate with respect to the fund.

Vote Required. Approval of an Amended Agreement for a Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of a Fund vote together as a single class on Proposal 3. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 3.

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IV.    PROPOSAL 4: TO APPROVE AN AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT UNDER WHICH MASSMUTUAL PROVIDES BOTH INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES

Affected Funds:

MML Blend Fund

MML Enhanced Index Core Equity Fund

MML Equity Fund

MML Inflation-Protected and Income Fund

MML Money Market Fund

MML Small/Mid Cap Equity Fund

The Board has unanimously approved amended and restated investment management agreements (each, an “Amended Combined Agreement” and collectively, the “Amended Combined Agreements”) between MassMutual and the Trust, on behalf of the Funds listed above, and is recommending that shareholders of each Fund approve the Amended Combined Agreement.

Generally, the purpose of the Amended Combined Agreements is to clarify the respective obligations of the parties and to bring greater consistency among the investment management agreements between MassMutual and the various mutual funds advised by it. Under the Amended Combined Agreements, MassMutual would continue to provide the same level of service as it provides under the current investment management agreements between MassMutual and the Trust with respect to each Fund (each, a “Current Combined Agreement” and collectively, the “Current Combined Agreements”).There would be no increase in the fees payable by any of the Funds. Descriptions of the Current and Amended Combined Agreements, as well as some important differences, are set forth below.

If shareholders of a Fund do not approve the Amended Combined Agreement, the Current Combined Agreement will remain in place for that Fund.

Description of the Current and Amended Combined Agreements and Proposed Changes. The Current Combined Agreements became effective on the dates set forth in the table below and were last approved by the Board on May 31, 2011. The last time a Current Combined Agreement was submitted to a vote of shareholders of the relevant Fund was when that Fund was organized.

Investment Advisory and Administrative Services.Under both the Current and Amended Combined Agreements, MassMutual undertakes to act as the investment adviser to the Funds, subject to such general or specific instructions as may be given by the Board and in accordance with each Fund’s investment objective, policies, and restrictions as set forth in the Fund’s most recent prospectus. Both the Current and Amended Combined Agreements also contemplate MassMutual’s engagement of subadvisers for the Funds, pursuant to investment subadvisory agreements. MassMutual is responsible for compensating any subadviser to which it delegates any duties. In addition, under both the Current and Amended Combined Agreements, MassMutual undertakes to provide certain administrative services to the Funds and to assume certain expenses of the Fund.

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Advisory Fees.For its services under the Current and Amended Combined Agreements, MassMutual is paid an investment advisory fee monthly, at an annual rate based upon the average daily net assets of each Fund as follows:

For a description of the amounts the Funds paid to MassMutual for its services under the Current Combined Agreements and the other fees paid to MassMutual and its affiliates by the Funds during the fiscal year ended December 31, 2010, please see the section in this Proposal titled “Additional Information Regarding MassMutual” below.

Duration and Termination. The Current and Amended Combined Agreements include similar provisions regarding duration and termination. The Current Combined Agreements initially continue in effect for a period of two years, and thereafter, from year to year so long as such continuance is approved at least annually by the Board, including a majority of the Trustees who are not interested persons of MassMutual or the relevant Fund. The Amended Combined Agreements continue in effect from year to year, so long as such continuance is approved at least annually by the Board or by the holders of a majority of the outstanding voting securities of the relevant Fund, and in either case by a majority of the Trustees who are not parties to such Agreements or interested persons of any such party. The Current Combined Agreements may be terminated by either party without penalty upon sixty days’ written notice to the other party. The Amended Combined Agreements may be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. In addition, each Current and Amended Combined Agreement automatically terminates upon its assignment.

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Standard of Care and Limitation of Liability. Both the Current and Amended Combined Agreements provide that MassMutual will not be liable to a Fund in the absence of MassMutual’s willful misfeasance, bad faith, or gross negligence, or reckless disregard to its obligations and duties under such Agreement. Similarly, both the Current and Amended Combined Agreements include disclaimers of shareholder and Trustee liability for obligations of the Trust.

Description of Certain Differences between the Current and Amended Combined Agreements. The following is a brief description of certain differences between the Current and Amended Combined Agreements. The proposed changes are not expected to affect the nature or quality of the services to be provided to the Funds by MassMutual. A copy of the form of the Amended Combined Agreements, marked to show changes from the form of the Current Combined Agreements, is attached asExhibit 5.The descriptions of the Amended Combined Agreements and differences from the Current Combined Agreements in this Proxy Statement are qualified in their entirety by reference toExhibit 5.

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Evaluation by the Board.In their consideration of the Amended Combined Agreements, the Trustees noted that they had approved the continuation of the Current Combined Agreements for all of the affected Funds, and they considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by MassMutual to any of the Funds. The Trustees noted that the differences between the Current and Amended Combined Agreements did not appear intended to change in any material respect the nature or quality of the services to be provided by MassMutual to the Funds, but rather were intended principally to clarify the nature of MassMutual’s obligations to the Funds, particularly in cases where a subadviser or sub-administrator has been appointed for some or all of a Fund’s assets, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees considered that no change was being proposed to the advisory fees paid by any of the Funds to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will increase in any material amount a result of this proposed change. They also noted that many of the provisions in the form of the Amended Combined Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. On the basis of these and other factors, the Trustees voted to approve the Amended Combined Agreements for all of the Funds and to recommend their approval by the shareholders of each Fund.

Prior to voting to approve the Amended Combined Agreements, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the Amended Combined Agreements. In arriving at a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

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Additional Information Regarding MassMutual. MassMutual serves as each Fund’s investment adviser and is responsible for providing all necessary investment management and administrative services. MassMutual is a mutual life insurance company organized as a Massachusetts corporation, which was originally chartered in 1851. As a mutual life insurance company, MassMutual has no shareholders. MassMutual provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses. As of December 31, 2010, MassMutual, together with its subsidiaries, had assets under management of approximately $448.3 billion.

For providing advisory services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:

Additional Services. In addition to the services described above, MassMutual also performs the function of transfer agent for the Funds. MassMutual does not receive any separate compensation for acting as transfer agent for the Funds.

MML Distributors, LLC (the “Distributor”) acts as a principal underwriter of the Funds, pursuant to a Principal Underwriter Agreement with the Trust dated as of August 15, 2008. The Distributor is a wholly-owned subsidiary of MassMutual. Pursuant to a Distribution and Services Plan (the “Plan”) adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, Service Class shares of the Funds pay an annual fee of 0.25% of the average daily net asset value of Service Class shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by it in connection with the distribution of Service Class shares of each Fund; and/or (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class shareholders.

The Funds paid the Distributor or MassMutual the following amounts during the fiscal year ended December 31, 2010 under the Plan:

MassMutual and its affiliates will continue to provide the services discussed in this section following the approval of the Amended Combined Agreements.

Information Regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, please see Proposal 1 above.

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Principal Executive Officer and Directors of MassMutual. The principal executive officer and directors of MassMutual and their principal occupations are set forth in the following table. The address for the principal executive officer and each director is 1295 State Street, Springfield, Massachusetts, 01111.

Comparable Funds for which MassMutual Serves as Investment Adviser. MassMutual currently manages certain funds with investment objectives that are similar to the Funds. The table below identifies each such fund, its net assets as of September 30, 2011, and MassMutual’s investment advisory fee rate with respect to the fund.

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Affiliated Brokerage Commissions. The following table discloses, for those Funds that paid brokerage commissions to an affiliated broker of its investment adviser or subadviser, the aggregate amount of commissions paid to such affiliated broker and the percentage of the Fund’s aggregate brokerage commissions paid to any such affiliated broker during the fiscal year ended December 31, 2010.

Vote Required. Approval of an Amended Combined Agreement for a Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of a Fund vote together as a single class on Proposal 4. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 4.

Special Note Regarding MML Enhanced Index Core Equity Fund. Although shareholders of MML Enhanced Index Core Equity Fund are being asked to approve the liquidation of that Fund as part of this solicitation, MML Enhanced Index Core Equity Fund shareholders are also being asked to approve an Amended Combined Agreement with respect to the Fund in the event that shareholders of MML Enhanced Index Core Equity Fund do not approve the liquidation. Please see Proposal 6 below for additional information regarding the proposed liquidation of MML Enhanced Index Core Equity Fund.

V.    PROPOSAL 5: TO APPROVE AN AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT UNDER WHICH MASSMUTUAL PROVIDES BOTH INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES

Affected Fund:

MML Managed Bond Fund

The Board has unanimously approved an amended and restated investment management agreement (the “Amended Managed Bond Agreement”) between MassMutual and the Trust, on behalf of the MML Managed Bond Fund, and is recommending that shareholders of the Fund approve the Amended Managed Bond Agreement.

At the same time the Board is recommending to the other mutual funds in the MassMutual fund complex that they approve amended and restated investment management agreements, with the intention that MassMutual will provide investment management (and in some cases administrative) services to the funds pursuant to the same forms. The purpose of this initiative is to clarify the respective obligations of the parties and to bring greater consistency among the investment management agreements between MassMutual and the various mutual funds advised by it.

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Under the Amended Managed Bond Agreement, MassMutual would continue to provide the same level of service as it provides under the current investment management agreement between MassMutual and the Trust with respect to the Fund (the “Current Managed Bond Agreement”). There would be no change in the advisory fee payable by the Fund pursuant the Amended Managed Bond Agreement. However, unlike the investment management agreements for the other funds in the MassMutual fund complex, the Current Managed Bond Agreement provides that MassMutual will bear a portion of the Fund’s own out-of-pocket expenses. That provision would be eliminated in the Amended Managed Bond Agreement, and so the out-of-pocket expenses incurred by the Fund would increase as a result of the amendments. MassMutual has agreed to enter into an expense limitation agreement with the Fund under which MassMutual will agree to continue to pay expenses of the Fund on the same basis as if the Current Managed Bond Agreement were still in effect, subject to certain exceptions.Descriptions of the Current and Amended Managed Bond Agreements, as well as some important differences, are also set forth below.

If shareholders of the Fund do not approve the Amended Managed Bond Agreement, the Current Managed Bond Agreement will remain in place.

Description of the Current and Amended Managed Bond Agreements and Proposed Changes. The Current Managed Bond Agreement became effective on May 1, 2005 and was last approved by the Board on May 31, 2011. The Current Managed Bond Agreement was last submitted to a vote of shareholders when the Fund was organized.

Investment Advisory and Administrative Services.Under both the Current and Amended Managed Bond Agreements, MassMutual undertakes to act as the investment adviser to the Fund, subject to such general or specific instructions as may be given by the Board. Both the Current and Amended Managed Bond Agreements also contemplate MassMutual’s engagement of subadvisers for the Fund, pursuant to investment subadvisory agreements. MassMutual is responsible for compensating any subadviser to which it delegates any duties. In addition, under both the Current and Amended Managed Bond Agreements, MassMutual undertakes to provide certain administrative services to the Fund and to assume certain expenses of the Fund.

Advisory Fees.For its services under the Amended Managed Bond Agreement, MassMutual would be paid an investment advisory fee monthly, at an annual rate of 0.50% on the first $100 million of the average daily net assets of the Fund; 0.45% on the next $200 million; 0.40% on the next $200 million; and 0.35% on assets over $500 million. This is the same rate at which the Fund pays fees under the Current Managed Bond Agreement.

For a description of the amounts the Fund paid to MassMutual for its services under the Current Managed Bond Agreement and the other fees paid to MassMutual and its affiliates by the Fund during the fiscal year ended December 31, 2010, please see the section in this Proposal titled “Additional Information Regarding MassMutual” below.

Duration and Termination. The Current and Amended Managed Bond Agreements include similar provisions regarding duration and termination. The Current Managed Bond Agreement provides that it will continue in effect from year to year so long as it is approved at least annually by the Board, including a majority of the Trustees who are not interested persons of MassMutual or the Fund. The Amended Managed Bond Agreement provides that it will continue in effect from year to year, so long as such continuance is approved at least annually by the Board or by the holders of a majority of the outstanding voting securities of the Fund, and in either case by a majority of the Trustees who are not parties to the Amended Managed Bond Agreement or interested persons of any such party. The Current Managed Bond Agreement may be terminated by either party without penalty upon sixty days’ written notice to the other party. The Amended Managed Bond Agreement may be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. In addition, the Current and Amended Managed Bond Agreements automatically terminate upon assignment.

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Standard of Care and Limitation of Liability. Both the Current and Amended Managed Bond Agreements provide that MassMutual will not be liable to the Fund in the absence of MassMutual’s willful misfeasance, bad faith, or gross negligence, or reckless disregard to its obligations and duties under the Agreement. Similarly, both the Current and Amended Managed Bond Agreements include disclaimers of shareholder and Trustee liability for obligations of the Trust.

Description of Certain Differences between the Current and Amended Managed Bond Agreements.The following is a brief description of certain differences between the Current and Amended Managed Bond Agreements. The proposed changes are not expected to affect the nature or quality of the services to be provided to the Fund by MassMutual. A copy of the form of the Amended Managed Bond Agreement, marked to show changes from the form of the Current Managed Bond Agreement, is attached asExhibit 6. The descriptions of the Amended Managed Bond Agreement and differences from the Current Managed Bond Agreement in this Proxy Statement are qualified in their entirety by reference toExhibit 6.

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Evaluation by the Board.In their consideration of the Amended Managed Bond Agreement, the Trustees noted that they had approved the continuation of the Current Managed Bond Agreement for the Fund, and they considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by MassMutual to the Fund. The Trustees noted that the differences between the Current and Amended

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Managed Bond Agreements did not appear intended to change in any material respect the nature or quality of the services to be provided by MassMutual to the Fund, but rather were intended principally to clarify the nature of MassMutual’s obligations to the Fund, particularly in cases where a subadviser or sub-administrator has been appointed for some or all of the Fund’s assets, and the standard of care applicable to MassMutual’s performance of its obligations to the Fund. The Trustees considered that no change was being proposed to the advisory fees paid by the Fund to MassMutual. They also noted that many of the provisions in the form of the Amended Managed Bond Agreement are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. With respect to the proposed change to the allocation of expenses between the Fund and MassMutual, MassMutual noted to the Trustees that the provisions related to the expense allocation in Current Managed Bond Agreement differ from those of all of the other mutual funds in the MassMutual fund complex, and that there is no basis for the inconsistency in the nature of the services provided by MassMutual or the characteristics of the Fund. MassMutual said that the change would bring the Fund’s expense provisions in line with all of the other funds in the MassMutual fund complex that approve the Amended Managed Bond Agreement, and more closely in line with what MassMutual considers to be industry practice as to allocation of expenses between mutual funds and their advisers. The Trustees considered these factors, and the fact that the expense limitation would have the effect of mitigating any increase in expenses over time. On the basis of these and other factors, the Trustees voted to approve the Amended Managed Bond Agreement and to recommend its approval by the shareholders of the Fund.

Prior to voting to approve the Amended Managed Bond Agreement, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the Amended Managed Bond Agreement. In arriving at a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

Additional Information Regarding MassMutual. MassMutual serves as the Fund’s investment adviser and is responsible for providing all necessary investment management and administrative services. MassMutual is a mutual life insurance company organized as a Massachusetts corporation, which was originally chartered in 1851. As a mutual life insurance company, MassMutual has no shareholders. MassMutual provides a broad range of insurance, money management, retirement and asset accumulation products and services for individuals and businesses. As of December 31, 2010, MassMutual, together with its subsidiaries, had assets under management of approximately $448.3 billion.

For providing advisory services, the Fund paid MassMutual $3,815,431 during the fiscal year ended December 31, 2010.

Additional Services. In addition to the services described above, MassMutual also performs the function of transfer agent for the Fund. MassMutual does not receive any separate compensation for acting as transfer agent for the Fund.

MML Distributors, LLC (the “Distributor”) acts as a principal underwriter of the Fund, pursuant to a Principal Underwriter Agreement with the Trust dated as of August 15, 2008. The Distributor is a wholly-owned subsidiary of MassMutual. Pursuant to a Distribution and Services Plan (the “Plan”) adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, Service Class shares of the Fund pay an annual fee of 0.25% of the average daily net asset value of Service Class shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by it in connection with the distribution of Service Class shares of the Fund; and/or (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class shareholders.

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The Fund paid the Distributor or MassMutual the following amounts during the fiscal year ended December 31, 2010 under the Plan:

MassMutual and its affiliates will continue to provide the services discussed in this section following the approval of the Amended Managed Bond Agreement.

Information Regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, please see Proposal 1 above.

Principal Executive Officer and Directors of MassMutual. The principal executive officer and directors of MassMutual and their principal occupations are set forth in the following table. The address for the principal executive officer and each director is 1295 State Street, Springfield, Massachusetts, 01111.

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Comparable Funds for which MassMutual Serves as Investment Adviser. MassMutual currently manages a fund with investment objectives that are similar to the Fund. The table below identifies this fund, its net assets as of September 30, 2011, and MassMutual’s investment advisory fee rate with respect to the fund.

Vote Required. Approval of the Amended Managed Bond Agreement requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of the Fund vote together as a single class on Proposal 5.

Affected Fund:

MML Enhanced Index Core Equity Fund

The Board has unanimously approved, and is recommending that shareholders of theeach Fund approve, a plan of liquidation for the Trust with respect to theeach Fund listed above (the “Plan”), pursuant to which theeach Fund would be liquidated on or about April 27, 2012,November 1, 2022, or such other date as may be established by the officers of the Fund,Trusts, and the liquidation proceeds of the Fund would be distributed to the appropriate insurance company separate accounts. The Plan is attached asExhibit 7Appendix E to this Proxy Statement.

TheEach proposed liquidation, if consummated, would result in: (1) the liabilities (if any) of the relevant Fund being paid by the Fund, (2) the assets of the Fund being sold for cash or permitted to mature, and (3) the reduction of any other assets to cash or cash equivalents, followed by the distribution of the liquidation proceeds to the separate accounts in proportion to their ownership in the Fund. After the distribution of the liquidation proceeds, the TrustTrusts would terminate the Fund’s existence.

As to each proposed liquidation, the Adviser has informed the Trusts that each of MassMutual and C.M. Life Insurance Company (“C.M. Life”) (together, the “Insurance Companies”) intends to arrange for the transfer (as described below) of liquidation proceeds distributed to its separate accounts from subaccounts/divisions invested in theeach Fund to

subaccounts/divisions investing in other investment options available under the variable contracts/policies issued through that separate account. Consequently, if variable contract owners and policy holders vote to approve a proposed liquidation, the relevant Fund will be liquidated and, unless contrary transfer instructions are received from variable contract owners or policy holders, the Insurance Companies will reinvest the liquidation proceeds applicable to each variable contract owner’s or policy holder’s interest in thethat Fund by purchasing shares of the MML U.S. Government Money Market Fund (Initial Class) (“MML Money Market”).

If the FundFunds were retail mutual funds instead of investment options underlying a variable contract/policy, shareholders would be given cash after the liquidations. The Insurance Companies believe that placing variable contract owners’ and policy holders’ contract/policy value in MML Money Market is as close to providing cash as is possible.

Approval of the Plan is being sought separately for each Fund. If one or more of the Funds does not approve the Plan, then the Meeting for that Fund may be adjourned, as described below. If the Meeting is not adjourned, or if the Plan is not approved at a reconvened Meeting that is not also adjourned, then the applicable Fund will not liquidate, and the Fund will continue to be operated and managed in accordance with its

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objectives and policies until the Board determines what other action, if any, may be appropriate. If thea Fund does not liquidate, the Insurance Companies will not receive any liquidation proceeds and the proceeds will not be reinvested in MML Money Market.

Reasons for the Proposed Liquidation.Liquidations. TheEach Fund is relatively small due to the lack of popularity of its enhanced index investment strategy (the Fund is managed to outperform a specific index while maintaining risk characteristics similar to those of the index) relative to pure index funds, and is not expected by the Adviser to achieve substantially larger scale. TheAs a result, the Funds are unlikely to achieve substantial economies of scale in the foreseeable future, and the Adviser has informed the Trusteesbelieves that enhanced index funds will no longerinvestors in those Funds might be a substantial focus of its variable product mutual fund offerings.better served by other investments that may be available to them.

Plan of Liquidation.Liquidation. Under the Plan, theeach Fund will, by the liquidation date (on or about April 27, 2012,September [ ], 2022, or such other date as established by the officers of the Fund)Trust), (1) sell its portfolio securities for cash or permit them to mature and reduce any other assets to cash or cash equivalents, (2) pay any liabilities, and (3) distribute any net investment income in the form of dividends. The Plan provides that as of the liquidation date, theeach Fund will: (1) distribute its assets to shareholders by redeeming their shares for cash, (2) wind up its operations, and (3) terminate its existence.

Variable contract owners and policy holders will not incur any transfer fees or other variable contract/policy charges under the Plan. The Adviser will pay all of the Fund’sFunds’ expenses directly related to the liquidation,liquidations, as well as the cost specifically related to preparing this proposal for inclusion in the Proxy Statement. In addition, the Adviser will pay for this proposal’s proportionate share of the expenses related to the overall preparation, printing, and mailing of the Proxy Statement, and the solicitation of shareholders (determined based on the number of proposals being presented to shareholders of the various Funds in this Proxy Statement).

The expense of liquidating theeach Fund’s investment portfolio, including brokerage commissions, dealer spreads, custody charges, and other transaction expenses, will also be borne by the Adviser.

Information about MML Money Market Fund. The summary prospectus for MML Money Market Fund dated May 1, 2021 is being provided to you along with this Proxy Statement.

The investment objectives of each of MML American Funds International Fund, MML Equity Momentum Fund, and MML Special Situations Fund are substantially different from the investment objective of MML Money Market Fund. MML American Funds International Fund seeks long-term capital growth of assets. MML Equity Momentum Fund and MML Special Situations Fund each seek growth of capital over the long-term. MML Money Market Fund seeks current income consistent with preservation of capital and liquidity. The Insurance Companies have informed the Trusts that MML Money Market Fund was selected because it is the only money market investment option offered within your contract.

The tables in Appendix F provide additional information regarding each Fund, including a comparison of the investment objectives, principal investment strategies and principal risks of each Fund and MML Money Market Fund. The tables in Appendix G show a comparison of the performance of each Fund and MML Money Market Fund and a comparison of the current fees and expenses of each Fund.

Effects on Variable Contract Owners and Policy Holders.Holders. The Insurance Companies have provided the following information to the TrustTrusts for inclusion in this section.

Immediately following the distribution of liquidation proceeds to shareholders, the Insurance Companies will reinvest the cash proceeds distributed to each separate account by transferring the proceeds from the subaccounts/divisions that held Fund shares to other subaccounts/divisions pursuant to the transfer instructions timely received from variable contract

owners and policy holders. For variable contracts/policies as to which the variable contract owner or policy holder has not provided timely transfer instructions, the Insurance Companies will transfer the contract/policy value to the subaccount/division that invests in shares of MML Money Market.

The proposed liquidationliquidations will not in any way affect variable contract owners’ and policy holders’ rights or the obligations of the Insurance Companies under the variable contracts/policies. The adoption of the Plan does not affect variable contract owners’ and policy holders’ rights to redeem shares of the Funds at the applicable unit value of the subaccount/division invested in eacha Fund, and variable contract owners and policy holders will continue to have the same rights they previously had to withdraw contract/policy values attributable to the Fund.liquidating Funds. Variable contract owners and policy holders should be aware that withdrawal of contract/policy value may involve other charges (e.g., surrender charges) and other adverse consequences under the terms of the variable contracts/policies, and variable contract owners and policy holders should consult the prospectus for their variable contract/policy for more information. At any time prior to the proposed liquidation for thea Fund, variable contract owners and policy holders may make one transfer of variable contract/policy value out of any subaccount/division investing in thethat Fund free of any otherwise applicable transfer charge without that transfer counting as one of a limited number of transfers permitted during any period free of charge by following the transfer procedures described in their variable contract/policy prospectus. If a variable contract owner or policy holder does not transfer contract/policy value prior to a liquidation, then the Insurance Companies will immediately reinvest liquidation proceeds attributable to the owner’s or holder’s variable contract/policy in shares of MML Money Market. However, for ninety (90) days following the liquidation,liquidations, such variable contract owners and policy holders may make one

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transfer of contract/policy value attributable to the liquidationliquidations out of the subaccount/division investing in MML Money Market free of any otherwise applicable transfer charge and without that transfer counting as one of a limited number of transfers permitted during any period free of charge.

Furthermore, the Insurance Companies have been advised by tax counsel that, if carried out, the proposed liquidation,liquidations, followed by the transfers of variable contract/policy value to alternative subaccounts/divisions of each separate account, will not create any federal income tax liability for variable contract owners and policy holders. Such tax counsel will deliver to the Trust a written opinion to this effect before the proposed liquidation.

In seeking to ensure that variable contract owners and policy holders will make their own investment decisions as to the reinvestment of their contract/policy values allocated to the Fund,Funds, the Insurance Companies request that variable contract owners and policy holders follow the transfer procedures described in their variable contract/policy prospectus and provide transfer instructions for any contract/policy values currently allocated to the subaccount/division of a separate account currently invested in shares of thea Fund. As of the liquidation date and on behalf of variable contract owners and policy holders who have not exercised their transfer rights prior to the liquidation date, the Insurance Companies will transfer contract/policy value representing liquidation proceeds to the subaccount/division investing in shares of MML Money Market.

Shortly after the proposed liquidation,liquidations, the Insurance Companies will send to those variable contract owners and policy holders who did not provide transfer instructions and whose contract/policy value consequently was transferred to a subaccount/division investing in MML Money Market a notice explaining that their contract/policy values have been automatically transferred to MML Money Market and requesting that they provide transfer instructions in the event that they do not want to remain invested in MML Money Market.

If a variable contract owner or policy holder does not provide transfer instructions to transfer contract/policy value prior to the liquidation date, a liquidation of thea Fund will result in the equivalent of their requesting a transfer to MML Money Market for shares of the Fund held in any subaccount/division currently investing in the Fund. Therefore, a vote to approve the Plan is a vote in favor of such a transfer for variable contract owners and policy holders who do not provide transfer instructions.

This Proxy Statement sets forth information about the proposed liquidationliquidations that a variable contract owner and policy holder should know before giving voting instructions to approve or disapprove a proposed liquidation. Current prospectuses for the funds available as investment options under the variable contracts/policies have previously been sent to variable contract owners and policy holders. These prospectuses set forth important information about the other funds that variable contract owners and policy holders should know before providing transfer instructions relating to the reinvestment of their contract/policy values currently allocated to thea Fund. A statement of additional information related to each of the prospectuses for the funds has been filed with the Securities and Exchange Commission (“SEC”)SEC and is available free of charge. Additional copies of the fund prospectuses as well as copies of the various statements of additional information may be obtained without charge by calling1-888-309-3539 or by writing MML Series Investment Fund II,the Funds, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street,

Springfield, Massachusetts 01111,01111-0001, Attention: Retirement Services Marketing.Investment Management Solutions. Copies of the fund prospectuses and various statements of additional information may also be found at http://www.massmutual.com/funds.

Board Evaluation and Approval.Approval. On October 14, 2011,December 22, 2021, the Board held a meeting called for the purpose of considering, among other things, the proposed liquidationliquidations of the Fund.Funds. At the meeting, the Board considered information provided by the Adviser on theeach Fund’s lack of asset growth.

The Board considered, among other things, the following information:

2.       In connection with the proposed liquidations of the Funds, variable contract owners and policy holders having contract/policy values allocated to the Funds will be permitted to make their own decisions regarding reinvestment of such contract/policy values among a variety of alternative investment options offered under their variable contracts/policies through the transfer instruction process.

363.       The Adviser will pay all of the expenses directly related to the liquidations, as well as the cost specifically related to preparing this proposal for inclusion in the Proxy Statement. In addition, the Adviser will pay for this proposal’s proportionate share of the expenses related to the overall preparation, printing, and mailing of the Proxy Statement, and the solicitation of shareholders.

The Board discussed how best to further shareholders’ and variable contract owners’ and policy holders’ interests in light of the foregoing information. TheThe Board, evaluatedincluding a majority of the meritsIndependent Trustees, reviewed the Adviser’s recommendation for the liquidation of each Fund, the principal terms and conditions of the Plan, as one possible response toand other materials provided by the circumstances ofAdviser regarding the Fund.

liquidation.The Board concluded that, under the facts and circumstances, including the Fund’sFunds’ limited and decreasing asset levels, it is in the best interests of theeach Fund and its respective shareholders and underlying variable contract owners and policy holders to liquidate the Fund.

Based upon its review, the The Board further concluded that the Plan is in the best interests of theeach Fund and its respective shareholders, as well as the variable contract owners and policy holders indirectly invested therein. Accordingly, after consideration of the above and such other factors and information it considered relevant, the Board unanimously approved the Plan and voted to recommend to theeach Fund’s shareholders, and to variable contract owners and policy holders with contract/policy value allocated to any of the Fund,Funds, that they approve the Plan.

Vote Required.Required. Approval of thea Plan by thefor a Fund requires the affirmative vote of shareholders holding at least 50%a majority of the shares of the Fund.such Fund entitled to vote. All shares of thea Fund vote together as a single class on Proposal 6. The2. Each Fund’s shareholders vote separately from anyeach other Fund’s shareholders on Proposal 6.

Affected Fund:

MML China2. Further, the liquidation of each Fund

MassMutual serves as investment adviser to is not contingent on the MML China Fund, and Baring International Investment Limited (“Baring”), an indirect, wholly-owned subsidiary of MassMutual, serves as the subadviser to the Fund. As subadviser, Baring, among other things, has agreed to supervise and monitor continuously the investment programapproval by shareholders of the liquidation of any other Fund.

III.       PROPOSAL 3: TO CHANGE THE STATUS OF THE MML BLUE CHIP GROWTH FUND AND MML LARGE CAP GROWTH FUND FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND

Affected Funds:

MML Blue Chip Growth Fund
MML Large Cap Growth Fund

The Trustees are recommending that shareholders of each Fund andapprove the compositionreclassification of the Fund’s portfoliodiversification 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 to determine whatmay therefore hold a greater percentage of its assets in the securities or other investments shall be purchased or sold by the Fund.

MassMutual proposed that the Board approve a sub-subadvisory agreement (the “Sub-Subadvisory Agreement”) between Baring and its affiliate, Baring Asset Management (Asia) Limited (“Baring Asia”), an investment adviser registered with the SEC, pursuant to which Baring Asiaof any single issuer. The Fund’s reclassification would provide certain investment advisory services in respect of the Fund. Baring Asia is also an indirect, wholly-owned subsidiary of MassMutual. Currently, certain employees of Baring Asia participate in Baring’s management of the Fund as associated persons of Baring, two of whom are named portfolio managers of the Fund. Baring has recommended to MassMutual, and MassMutual proposed to the Trustees, that this arrangement be replaced by a Sub-Subadvisory Agreement between Baring and Baring Asia, pursuant to which employees of Baring Asia

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would continue to provide similar services in respect of the Fund, and Baring would pay a fee to Baring Asia. MassMutual proposed the change on the basis that implementation of the Sub-Subadvisory Agreement will bring the Fund’s investment subadvisory arrangementsteam with more closely in line with arrangements in place (or expectedinvestment 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 put in place)eliminated.

The investment objective of the MML Blue Chip Growth Fund is to seek long-term capital growth. Under normal circumstances, the Fund invests at least 80% of net assets (plus the amount of any borrowings for other fundsinvestment purposes) in the MassMutual fund complex with comparable structures. A copycommon stocks of large- and medium-sized blue chip growth companies. The Fund’s subadviser, T. Rowe Price

Associates, Inc. (“T. Rowe Price”), currently defines blue chip growth companies to mean firms that, in its view, are well-established in their industries and have the proposed Sub-Subadvisory Agreement is attached as Exhibit 8.

There willpotential for above-average earnings growth. At times, implementing the Fund’s investment strategy has been a challenge due to requirements to maintain the Fund’s diversified status. As blue chip growth companies become even more attractive investments, the Funds’ portfolio managers may not be no change in the nature or qualityable to take full advantage of the services provided by Baring to the Fund, or in the identity of the persons involved in providing those services,investment opportunities as a result of the implementationneed 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 believes that reclassifying the Fund as non-diversified is in the best interests of the Sub-Subadvisory Agreement. 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 Sub-Subadvisory Agreement will not relieve Baringinvestment objective of the MML Large Cap Growth Fund is to seek long-term capital appreciation. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any obligation or liabilityborrowings for investment purposes) in the common stocks of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 1000® Growth Index (as of February 28, 2021, $673 million to $2.04 trillion). The Russell 1000^® Growth Index has become increasingly concentrated in its top holdings (e.g., Apple, Microsoft, and Amazon). Due to the MML China1940 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, both in light of the merits of these companies and in light of the portfolio managers’ desire to manage the Fund on an “index aware” basis. In practice, this means that itthe 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. The Fund’s subadviser Loomis, Sayles & Company, L.P. (“Loomis Sayles”), that reclassifying the Fund as non-diversified would otherwise have pursuant toprovide the Fund’s investment subadvisory agreements between MassMutualteam with increased investment flexibility and Baringthe 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 Fund. Implementationtime 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 Sub-Subadvisory Agreementoutstanding 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 all 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 resultaffect the 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 the 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 increaseone 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 Fund’s expenses;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 fees paidnegative or under-performance by such issuers. In general, because the Fund’s performance may become more closely tied to Baring Asia under the Sub-Subadvisory Agreement will by paid by Baring,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 notT. Rowe Price and Loomis

Sayles, as applicable, believe these additional risks are outweighed by the Fund or MassMutual.

If shareholders ofpotential for increased investment flexibility and the ability to manage the Fund doagainst the index, in the case of MML Blue Chip Growth Fund.

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 3 is not approveadopted by a Fund’s shareholders, the Sub-Subadvisory Agreement,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.

Description The reclassification of each Fund is not contingent on the approval by shareholders of the Proposed Sub-Subadvisory Agreement.

Investment Advisory Services.The Sub-Subadvisory Agreement is substantially similar to the existing Subadvisory Agreement between MassMutual and Baring. Under the Sub-Subadvisory Agreement, Baring Asia undertakes to act as the sub-subadviserreclassification of the Fund, and agrees to perform its duties and functions under the Sub-Subadvisory Agreement in accordance with (i) the 1940 Act and any rules and regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the Trust’s Agreement and Declaration of Trust and Bylaws; (iv) policies and determinations of the Board; (v) the Fund’s fundamental and non-fundamental policies and investment restrictions as set forth in its registration statement or as may be amended; and (vi) the Fund’s then-current prospectus and statement of additional information.

Under the Fund’s current subadvisory agreement with Baring, MassMutual pays Baring a subadvisory fee equal to an annual rate of .65% of the average daily net assets of the Fund. Under the proposed Sub-Subadvisory Agreement, Baring (not the Fund or MassMutual) would pay Baring Asia an amount to be determined by Baring and Baring Asia from time to time, such amount not to exceed the amount paid by MassMutual to Baring under the subadvisory agreement between MassMutual and Baring with respect to the Fund. MassMutual paid Baring $126,937 for providing subadvisory services during the fiscal year ended December 31, 2010. Please see Proposal 3 for amounts the Fund paid to MassMutual for providing advisory services and administrative and shareholder services and for amounts the Fund paid to MassMutual or the Distributor pursuant to a Distribution and Services Plan adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, for the fiscal year ended December 31, 2010.The Sub-Subadvisory Agreement, if approved by shareholders, would not change the subadvisory fee paid by MassMutual to Baring, nor would it change the advisory fees paid by the Fund to MassMutual. Therefore, this proposal will not affect the fees borne directly or indirectly by shareholders.

Duration and Termination. The Sub-Subadvisory Agreement initially continues in effect for a period of two years, and thereafter, from year to year, so long as such continuance is approved at least annually by the Board, including a majority of the Trustees who are not parties to the Sub-Subadvisory Agreement or interested persons of any such party. The Sub-Subadvisory Agreement may be terminated by Baring or the Board (i) by written notice to Baring Asia with immediate effect if Baring Asia’s registration under the Investment Advisers Act of 1940 is suspended, terminated, lapsed, or not renewed; (ii) by written notice to Baring Asia with immediate effect, if Baring Asia is bankrupt or insolvent, seeks an arrangement with creditors, is dissolved or terminated, or ceases to exist; (iii) by written notice to Baring Asia with immediate effect, if Baring or the Board determines for any reason, that such termination is appropriate for the protection of the Fund, including without limitation a determination by Baring or the Board that Baring Asia has breached an obligation or duty under the Sub-Subadvisory Agreement; or (iv) in their sole discretion, without penalty, upon sixty days prior written notice to Baring Asia. The Sub-Sub-Advisory Agreement also may be terminated at any time, without penalty, by the

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vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the 1940 Act). The Sub-Subadvisory Agreement may be terminated by Baring Asia, without penalty at any time, upon sixty days prior written notice, to Baring and the Trust. In addition, the Sub-Subadvisory Agreement automatically terminates upon assignment, termination of the subadvisory agreement between MassMutual and Baring with respect to the Fund, or the dissolution of the Fund.

Standard of Care and Limitation of Liability. The Sub-Subadvisory agreement provides that Baring Asia will not be liable for loss sustained by reason of good faith errors or omissions in connection with any matters to which the Sub-Subadvisory Agreement relates in the absence of Baring Asia’s willful misfeasance, bad faith, or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties under the Sub-Subadvisory Agreement.

Evaluation by the Board. In their consideration of the Sub-Subadvisory Agreement, the Trustees noted that the Sub-Subadvisory Agreement is substantially similar to the current Subadvisory Agreement with Baring, whose continuation the Trustees approved most recently in May of 2011. The Trustees considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by Baring to the Fund.

The Trustees considered that there would be no change in the services provided in respect of the Fund or in the personnel providing the services as a result of the implementation of the Sub-Subadvisory Agreement, and that there would be no change in the fees payable by the Fund. The Trustees also considered that there might be some efficiencies to be gained from bringing the subadvisory arrangements in place for the Fund in line with those in place or expected to be put in place for other funds in the MassMutual fund complex.

The Trustees also discussed with MassMutual and considered a wide range of information about, among other things: (i) Baring and Baring Asia and their respective personnel with responsibilities for providing services to the Funds; (ii) the terms of the Sub-Subadvisory Agreement; (iii) the scope and quality of services that Baring Asia will provide under the Sub-Subadvisory Agreement; and (iv) the fees payable to Baring by MassMutual and the effect of such fees on the profitability to MassMutual.

Prior to voting to approve the Sub-Subadvisory Agreement, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the agreement. In arriving at a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

Information regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, see Proposal 1 above. No officers or directors of the Trust are officers, employees, directors, general partners, or shareholders of Baring Asia. Baring Asia is an affiliate of MassMutual.

Principal Executive Officers and Directors of Baring Asia. The principal executive officers and directors of Baring Asia and their principal occupations are set forth in the following table. The address for each principal executive officer and director is c/o 1901 Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

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Additional Information Regarding Baring Asia. As sub-subadviser, Baring Asia would be responsible for providing investment advice and recommendations to the Fund through Baring. Baring Asia is a Hong Kong limited company, founded in 1985, located at 1901 Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. Baring Asia, is an indirect subsidiary of Baring Asset Management Limited (together with its subsidiaries and Baring Asset Management LLC, the “BAM Group”). Baring Asia’s parent companies are as follows:

Baring Asia is a wholly-owned subsidiary of Baring Asset Management (Asia) Holdings Limited, located at 1901 Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. Baring Asset Management (Asia) Holdings Limited is a wholly-owned subsidiary of Baring Asset Management UK Holdings Limited, located at 155 Bishopsgate, London EC2M 3XY. Baring Asset Management UK Holdings Limited is a subsidiary of Baring International Investment Management Holdings, located at 155 Bishopsgate, London EC2M 3XY. Baring International Investment Management Holdings is a subsidiary of Baring Asset Management Limited, located at 155 Bishopsgate, London EC2M 3XY. Baring Asset Management Limited is a subsidiary of MassMutual Holdings (Bermuda) Limited, located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. MassMutual Holdings (Bermuda) Limited is a wholly-owned subsidiary of MassMutual Baring Holding LLC, located at 1295 State Street, Springfield, Massachusetts, 01111. MassMutual Baring Holding LLC is a wholly-owned subsidiary of MassMutual Holding LLC, located at 1295 State Street, Springfield, Massachusetts, 01111. MassMutual Holding LLC is a wholly-owned subsidiary of MassMutual, located at 1295 State Street, Springfield, MA 01111.

As of December 31, 2010, the BAM Group managed approximately $50.8 billion on behalf of clients located around the world.

Certain Brokerage Matters. It is the Funds’ policy to have subadvisers seek best execution for all trades made in the Fund portfolios they manage. Under the Sub-Subadvisory Agreement and as permitted by Section 28(e) of the Exchange Act, the subadviser or the sub-subadviser may cause a Fund to pay a broker-dealer that provides brokerage and research services to the subadviser an amount of commission for effecting a securities transaction for a Fund in excess of the amount other broker-dealers would have charged for the transaction if the subadviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or the subadviser’s overall responsibilities to the Trust and to its other clients.

Subject to the overriding objective of obtaining the best execution of orders, the Fund may use broker-dealer affiliates of their respective subadvisers to effect portfolio brokerage transactions under procedures adopted by the Trustees. Pursuant to these procedures, the commission rates and other remuneration paid to the affiliated broker-dealer must be fair and reasonable in comparison to those of other broker-dealers for comparable transactions involving similar securities being purchased or sold during a comparable time period. This standard would allow the affiliated broker or dealer to receive no more than the remuneration which would be expected to be received by an unaffiliated broker.

Vote Required.Required. Approval of the Sub-Subadvisory Agreement for MML China Fundthis Proposal requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of the FundEach Fund’s shareholders vote together as a single classseparately from each other Fund’s shareholders on Proposal 7.

As described in3. Changing the following Proposals 8.A through 8.D, the Board recommends that shareholders of the affected Funds approve certain changes to the Funds’ fundamental investment restrictions. Generally, the purpose of these proposed changes is to increase each Fund’s investment flexibility by removing outdated and/or

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what MassMutual considers to be unnecessarily restrictive policies (in light of current regulatory requirements) and reduce administrative and compliance burdens by simplifying and making these fundamental investment restrictions uniform across the Trust and the MassMutual Fund complex to the extent practicable. MassMutual does not anticipate any change in the way in which the Funds are managed as a result of changing the Funds’ fundamental restrictions.

Background.Proposals 8.A through 8.D relate to current fundamental investment restrictions of the Funds that, in the view of MassMutual and the Board, are either outdated or more restrictive than applicable law and regulation require or track business or industry requirements that no longer apply. MassMutual and the Board believe that maintaining outdated and unnecessarily restrictive fundamental investment restrictions could prevent the Funds from taking advantage of attractive investment opportunities and/or responding to changing regulations or market developments in the future – at least without incurring the delays and costs that would be associated with seeking shareholder approval. Accordingly, although MassMutual does not anticipate any change in the way in which the Funds are managed as a result of standardizing their fundamental investment restrictions, removing unnecessary fundamental investment restrictions would empower the Trustees to approve changes to the Funds’ investment policies in the future without the delay and expense of a shareholder vote.

The proposed changes are designed to meet the requirements of applicable law and regulation, in particular the 1940 Act and the rules and regulations thereunder, while providing the Funds with increased flexibility to respond to changes in the regulatory and economic landscape. Moreover, the proposed standardization of the restrictions would simplify the process of monitoring compliance with such restrictions by having such restrictions, to the extent they cover common subject matter, be expressed in the same terms.

The discussion in Proposals 8.A through 8.D below highlights the differences between the Funds’ current fundamental investment restrictions and, where applicable, a proposed uniform fundamental investment restriction. However, because the current fundamental investment restrictions vary among the Funds, shareholdersdiversification status of each Fund should consider comparing their Fund’s current restrictions (contained inExhibits 9 through 12) with the proposed restrictions.

Why a Shareholder Vote is Required.The 1940 Act requires registered investment companies like the Funds to have “fundamental” investment restrictions governing certain of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as “fundamental.” Under the 1940 Act, fundamental investment restrictions may only be changed with the approval of a majority of Fund’s outstanding voting securities (as defined in the 1940 Act). Investment restrictions that are designated as non-fundamental may be changed with approval from the Board, saving the time and expense associated with the shareholder approval in the event a change is to be made. The Board recommends that some of the Funds’ current fundamental investment restrictions be modified and that some be eliminated altogether. The substance of, and additional reasons for, these changes are discussed below in each Proposal 8.A through 8.D.

Shareholders of a Fund may vote in favor of or against any of Proposal 8.A through 8.D affecting their Fund.

The Trustees, including all of the independent Trustees, approved each of the Proposals 8.A through 8.D discussed below and recommend that the shareholders of each Fund approve each Proposal affecting their Fund.

Affected Funds:

All Funds

The 1940 Act requires the Funds to state a fundamental investment restriction regarding the purchase and sale of commodities.Exhibit 9 lists the current fundamental investment restriction of each Fund with respect to investment in commodities and commodity contracts.

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The proposed amended fundamental investment restriction is as follows:

“Each Fund may not purchase commodities or commodity contracts, except that a Fund may enter into futures contracts, options, options on futures, and other financial or commodity transactions to the extent consistent with applicable law and the Fund’s Prospectus and SAI at the time.”

The proposed fundamental restriction has been adopted by the newest Funds in the MassMutual fund complex, and the Adviser and the Board consider this policy to be well suited to today’s regulatory and investment environments. The Adviser and the Board therefore recommend that shareholders approve the proposed amended fundamental investment restriction related to investments in commodities. The change is intended to make clear that the flexibility provided under the investment restriction would allow each Fund to engage not only in “financial” transactions, but in commodity transactions generally. The proposed changes are also intended to give the Funds maximum flexibility to invest in a variety of modern financial instruments that could technically be considered commodities. MassMutual has proposed that this change be implemented for existing mutual funds managed by it, and adopted by new mutual funds it manages, in order to reflect the fact that increasing numbers of mutual funds are using investments in commodity transactions to meet their investment objectives. The principal benefit to the Funds of this change is the potentially reduced administrative and compliance burdens, resulting from the alignment of this restriction with those of the other funds in the MassMutual fund complex. MassMutual does not anticipate any change in the way in which the Funds are managed as a result of changing the Funds’ fundamental restrictions, although the revised policy would generally provide the Funds greater flexibility to enter into commodity transactions in a case where MassMutual or a Fund’s subadviser might consider appropriate.

Exposure to the commodities markets may subject a Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political, and regulatory developments.

Affected Funds:

All Funds

Under applicable law, an investment company may not concentrate its investments in any industry or group of industries without shareholder approval, and must concentrate its investments consistent with any policy to do so. Although “concentration” is not defined in the 1940 Act, the SEC has generally regarded a fund as concentrating its investments in an industry if the fund invests 25% or more of its net assets in securities of issuers in that industry.

Exhibit 10 lists the current fundamental investment restrictions of each of the Funds with respect to concentrating investments in an industry.

The Board recommends that this policy be changed to read as follows:

“Each Fund may not concentrate its investments in any one industry, as determined by the Board, and in this connection a Fund will not acquire securities of companies in any one industry if, immediately after giving effect to any such acquisition, 25% or more of the value of the total assets of the Fund would be invested in such industry, with the following exceptions:

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With respect to limitation (b) above (regarding concentration of investments), it is the position of the SEC staff that certificates of deposit and bankers’ acceptances will be limited to those issued by domestic banks with only two exceptions. A foreign branch of a domestic bank may qualify if the Fund can demonstrate that the security presents the same risks as a comparable domestic security. A United States branch of a foreign bank also may be acceptable if it can be shown that the foreign bank is subject to the same regulation as U.S. banks.

The Board recommends that each Fund’s current fundamental investment restriction with respect to concentrating investments in an industry be amended as proposed in order to conform the Funds’ restrictions to the statutory requirements discussed above. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to concentrating investments in an industry. For MML Managed Bond Fund, MML Money Market Fund, and MML Blend Fund, this change would also remove language allowing such Funds to invest a certain percentage of their assets in the electric utility and telephone industries. This language is not necessary for these Funds’ investment programs, and its removal will simplify administration and compliance for these Funds by making the restriction uniform across the MassMutual fund complex.

Affected Fund:

MML Small/Mid Cap Equity Fund

Exhibit 11 lists the current fundamental investment restriction of the affected Fund with respect to purchasing securities on margin. Margin purchases involve the purchase of securities with money borrowed from a broker. “Margin” is the cash or eligible securities that the borrower places with a broker as collateral against the loan. The Fund’s current fundamental limitation prohibits the Fund from purchasing securities on margin, except to obtain such short-term credits as may be necessary for the clearance of transactions and for margin payments made in connection with the use of futures contracts.

There are no SEC rules requiring, and the 1940 Act does not require, that funds state a fundamental investment policy with respect to purchasing securities on margin. Although MassMutual does not anticipate any change in the way in which the affected Fund is managed as a result of the elimination of this restriction, the Board believes it is not in the Fund’s best interest to maintain unnecessary fundamental policies. Accordingly, the Board recommends that the affected Fund’s fundamental investment restriction with respect to purchasing securities on margin be eliminated. The Fund will continue to be subject to investment limitations relating to the borrowing of money.

The risks associated with purchasing securities on margin generally are the same as those involved in borrowing generally. Borrowing money creates leverage. The use of leverage has the potential to increase returns to shareholders, but also involves additional risks. Leverage increases the volatility of an investment portfolio and could result in larger losses than if it were not used. The use of leverage is considered to be a speculative investment practice and may result in losses. A Fund would typically pay interest or incur other borrowing costs in connection with leverage transactions.

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Affected Funds:

MML Money Market Fund

MML Small/Mid Cap Equity Fund

Exhibit 12 lists the current fundamental investment restriction of the affected Funds. The 1940 Act prohibits the Funds from lending to any person in contravention of the investment policies of the Funds or to any person who controls or is under common control (as defined in Section 2(a)(9) of the 1940 Act) with the Funds, subject to certain exceptions. The 1940 Act, however, does not require that the Funds state a fundamental investment policy on this matter. Consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental policies, the Board recommends that each affected Fund’s fundamental investment restriction with respect to making loans to any officer, Trustee or employee of the Trust or to any officer, director or employee of MassMutual, or to MassMutual be eliminated. The Trust does not currently intend to make loans to any officer, Trustee or employee of the Trust or to any officer, director or employee of MassMutual, or to MassMutual.

Vote Required.Shareholders of each Fund are entitled to vote on each Proposal 8.A through 8.D if the Proposal affects their Fund, voting separately by Fund. Approval of each of Proposals 8.A through 8.D with respect to a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund. As defined by the 1940 Act, a “majority of the outstanding voting securities” means the vote of (i) 67% or more of the Fund’s shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less. If one or more of Proposal 8.A through 8.D is not adopted by a Fund’s shareholders, the corresponding current fundamental investment restriction(s) of that Fund set forth in this Proxy Statement will remain in effect and the Trustees will consider what action, if any, would be in the best interests of shareholders. To the extent multiple Proposals apply to the same Fund, the adoption of any of these Proposals is not contingent on the adoption of any other Proposalapproval by shareholders of the diversification status of any other Fund.

Special Note regarding MML Enhanced Index Core Equity Fund. Although shareholders of MML Enhanced Index Core Equity Fund are being asked to approve the liquidation of that Fund as a part of this solicitation, shareholders of MML Enhanced Index Core Equity Fund are also being asked to approve certain changes to the Fund’s fundamental investment restrictions in the event that shareholders of the Fund do not approve the liquidation. Please see proposal 6 for additional information regarding the proposed liquidation of the MML Enhanced Index Core Equity Fund.IV.       OTHER INFORMATION

Certain additional information regarding the Trust,Trusts, the Funds, and the Meeting is presented below.

Investment Advisers and Administrators.AdministratorsMassachusetts Mutual Life Insurance Company,. MML Investment Advisers, LLC, located at 1295 State Street, Springfield, Massachusetts 01111,01111-0001, is the investment adviser and administrator of each Fund. Babson Capital Management LLC,AllianceBernstein L.P., located at 15001345 Avenue of the Americas, New York, New York 10105, is the subadviser for the MML Small/Mid Cap Value Fund. American Century Investment Management, Inc., located at 4500 Main Street, Springfield, Massachusetts 01115Kansas City, Missouri 64111, is the subadviser for the MML Mid Cap Value Fund and MML Small Company Value Fund. Barings LLC (“Barings”), an indirect, wholly-owned subsidiary of MassMutual, located at 470 Atlantic Avenue, Boston, Massachusetts 02210 and at 300 South Tryon Street, Charlotte, North Carolina 28202, is the subadviser for the MML Money Market Fund, MML Short-Duration BondHigh Yield Fund, MML Inflation-Protected and Income Fund, MML Managed Bond Fund, MML High Yield Fund, MML BlendShort-Duration Bond Fund, and MML Enhanced Index Core EquityU.S. Government Money Market Fund. In addition, Baring International Investment Limited (“BIIL”), located at 155 Bishopsgate,20 Old Bailey, London, EC2M-3XY, is the subadviser for the MML Strategic Emerging Markets Fund and MML China Fund. Cornerstone Real Estate Advisers LLC, located at One Financial Plaza, Hartford, Connecticut 06103, is theEC4M 7BF, United Kingdom, serves as sub-subadviser for the MML Short-Duration BondHigh Yield Fund, MML Inflation-Protected and Income Fund, MML Managed Bond Fund, and MML High YieldShort-Duration Bond 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 the MML Income & Growth Fund. BlackRock Investment Management, LLC (“BlackRock”), located at 1 University Square, Princeton, New Jersey 08540, is the subadviser for the MML Blend Fund. BlackRock is also responsible for placing, and overseeing the execution of, trades on behalf of the MML iShares 60/40 Allocation Fund and MML BlendiShares 80/20 Allocation Fund. Boston Partners Global Investors, Inc., located at One Grand Central Place, 60 East 42nd Street, Suite 1550, New York, New York 10165, is the subadviser for the MML 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 portfolio of the MML Equity Fund. Capital Research and Management Company, located at 333 South Hope Street, Los Angeles, California 9007, serves as the investment adviser to the Master Funds and to other mutual funds, including the American Funds Insurance Series. DoubleLine Capital LP, located at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, is the subadviser for the MML Dynamic Bond Fund. Gateway Investment Advisers, LLC, located at 312 Walnut Street, 35th Floor, Cincinnati, Ohio 45202-9834, is the subadviser for the MML Managed Volatility Fund. Harris Associates L.P., located at 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606, is the subadviser for the MML International Equity Fund. Invesco Advisers, Inc. (“Invesco”), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, is the subadviser for the MML Fundamental Equity Fund, MML Equity Momentum Fund, MML Equity Rotation Fund, MML Small Cap Equity Fund, MML Special Situations Fund, and MML Strategic Emerging Markets 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 MML Equity Momentum Fund, MML Equity Rotation Fund, and MML Special Situations Fund and, subject to the supervision of Invesco, is authorized to trade securities and make discretionary investment decisions on behalf of the Funds. ICM is a wholly-owned subsidiary of Invesco Ltd. Loomis, Sayles & Company, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the

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subadviser for a portion of the MML EquityLarge Cap Growth Fund. OppenheimerFunds, Inc.,Massachusetts Financial Services Company, located at 2 World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281,111 Huntington Avenue, Boston, Massachusetts 02199, is the subadviser for the MML Small/Global Fund, MML Growth & Income Fund, and a portion of the portfolio of the MML International Equity Fund. Metropolitan West Asset Management, LLC, located at 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017, is the subadviser for the MML Total Return Bond Fund. Northern Trust Investments, Inc., located at 50 South LaSalle

Street, Chicago, Illinois 60603, is the subadviser for the MML Equity Index Fund. T. Rowe Price Associates, Inc., located at 100 East Pratt Street, Baltimore, Maryland 21202, is the subadviser for the MML Blue Chip Growth Fund, MML Equity Income Fund, and a portion of the portfolios of the MML Equity Fund and the MML Mid Cap Growth Fund. Thompson, Siegel & Walmsley LLC, a Delaware limited liability company located at 6641 West Broad Street, Suite 600, Richmond, Virginia 23230, is the subadviser for the MML Foreign Fund. Wellington Management Company LLP, located at 280 Congress Street, Boston, Massachusetts 02210, is the subadviser for the MML Focused Equity Fund and MML Small Cap Growth Equity Fund and a portion of the portfolio of the MML EquityMid Cap 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.Firm. The firm of Deloitte & Touche LLP (“Deloitte & Touche”) was selected as the independent registered public accounting firm for each Fund’s 20092020 and 20102021 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 SECSecurities 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.

Audit Fees.Appendix H The aggregate Audit Fees billed to the Funds by Deloitte & Touche and its affiliatesattached hereto includes tables that set forth for professional services renderedeach Fund for the audit of the Funds’ financial statements, or services that are normally provided by Deloitte & Touche and its affiliates in connection with statutory and regulatory filings or engagements, for the Funds’ pasteach Fund’s two most recent fiscal years, ended December 31, 2009 and 2010 are shown in the table below.