MASSMUTUAL
SELECT FUNDS
(the
“Trust”)
1295
State Street
Springfield,
MA 01111-0001
MM
S&P 500® Index Fund
(the
“Fund”)
INFORMATION
STATEMENT
July
14, 2025
Important
Notice Regarding the Availability of this Information Statement
This
Information Statement is available at
https://www.massmutual.com/product-performance/mutual-funds
The
Trustees of the MassMutual Select Funds (the “Trustees”) are distributing this Information Statement in connection with a
new investment subadvisory agreement for the Fund (the “New Subadvisory Agreement”) between MML Investment Advisers, LLC (in
its capacity as investment adviser to the Fund, the “Adviser” or “MML Advisers”) and BlackRock Investment Management,
LLC (“BlackRock”). This Information Statement explains why the Trustees approved (i) the termination of the Investment Subadvisory
Agreement between the Adviser and Northern Trust Investments, Inc. (“Northern Trust”) with respect to the Fund (the “Prior
Subadvisory Agreement”), and (ii) the Adviser’s entering into the New Subadvisory Agreement with BlackRock with respect to
the Fund. In addition, this Information Statement describes generally the terms of the New Subadvisory Agreement. This Information Statement
is being delivered to shareholders of record as of June 25, 2025 on or about July 14, 2025.
As
required by an Exemptive Order that MML Advisers has received from the Securities and Exchange Commission (the “SEC”) to permit
the Adviser to change subadvisers or hire new subadvisers for one or more funds from time to time without obtaining shareholder approval,
subject to approval by a fund’s shareholders of this arrangement, the Fund is distributing this Information Statement solely for
your information. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Termination
of the Prior Subadvisory Agreement and Trustee Approval of the New Subadvisory Agreement
At
a meeting of the Trustees held on March 18-19, 2025, the Trustees, including a majority of the Trustees who are not “interested
persons” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent
Trustees”), approved (i) the termination of the Prior Subadvisory Agreement dated August 15, 2011 between Massachusetts Mutual
Life Insurance Company (“MassMutual”) (assigned to the Adviser on April 1, 2014) and Northern Trust on behalf of the
Fund, such termination to take effect on April 24, 2025; and (ii) the New Subadvisory Agreement pursuant to which BlackRock, an investment
adviser registered with the SEC, would provide certain investment advisory services with respect to the Fund. In reaching this decision,
the Trustees considered, among other factors, (a) MML Advisers’ longstanding relationship with BlackRock and the fact that a change
in subadviser is consistent with MML Advisers’ focus on business efficiency through the reduction of subadviser relationships; and
(b) MML Advisers’ belief that the Fund’s shareholders will benefit from the depth and breadth of resources at BlackRock
and that the subadviser change is in the best interest of shareholders. The decision was further influenced by BlackRock successfully
replicating performance of the S&P 500® Index with minimal historical tracking error of 0.01% since inception and
the absence of material transition costs for the Fund as the mandate is the same for both Northern Trust and BlackRock.
In
reviewing the New Subadvisory Agreement, the Trustees discussed and considered a wide range of information about, among other things:
(i) BlackRock and its personnel with responsibility for providing services to the Fund; (ii) the terms of the New Subadvisory Agreement;
(iii) the scope and quality of the services that BlackRock will provide under the New Subadvisory Agreement; (iv) the historical investment