Advisory Business and Principal Ownership
MML Investment Advisers is a Delaware limited liability company that has been registered as an
investment adviser with the SEC since November 2013. MML Investment Advisers is a wholly
owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”).
MassMutual is headquartered in Springfield, Massachusetts and its major affiliates include:
MML Investment Advisers; Barings LLC (“Barings”); C.M. Life Insurance Company; MML
Bay State Life Insurance Company; MassMutual Ascend Life Insurance Company; MML
Investors Services, LLC (“MMLIS”); and MassMutual Trust Company, FSB. Further
information regarding MML Investment Advisers’ affiliates can be found in Item 10 (“Other
Financial Industry Activities and Affiliations”).
Advisory Services –MassMutual Funds
MML Investment Advisers serves as an investment adviser to open-end investment companies
registered under the Investment Company Act of 1940, as amended (the “Investment Company
Act”) (collectively, the “MassMutual Funds” or “Funds”). As of December 31, 2023, there are
110 MassMutual Funds, encompassing a diversified mix of asset classes and investment styles.
In its capacity as investment adviser to the MassMutual Funds, MML Investment Advisers
serves primarily as a “Manager of Managers,” responsible for selecting and monitoring the
subadvisers (the “Subadvisers”) to the MassMutual Funds. These Subadvisers are responsible for
investment-related decisions of all or a portion of a MassMutual Fund’s portfolio. Subject to the
oversight of the Board of Trustees of the MassMutual Funds (collectively, the “Trustees”), MML
Investment Advisers has the ultimate responsibility to oversee the Subadvisers and recommend
their hiring, termination, and replacement. This responsibility includes analysis and review of
Subadviser performance, as well as assistance in the identification and vetting of new or
replacement Subadvisers. In addition, MML Investment Advisers maintains responsibility for a
number of other important obligations, including board reporting, assistance in the annual
advisory contract renewal process, and, in general, the performance of all obligations not
delegated to a Subadviser. MML Investment Advisers also provides advice and
recommendations to the Trustees, and performs such review and oversight functions as the
Trustees may reasonably request, as to the continuing appropriateness of the investment
objective, strategies, and policies of each MassMutual Fund, valuations of portfolio securities,
and other matters relating generally to the investment program of each MassMutual Fund.
MML Investment Advisers is responsible for determining the allocation of portfolio assets and/or
cash flows among Subadvisers for those MassMutual Funds with multiple Subadvisers. The
allocation between and/or among Subadvisers is determined by the Adviser’s Investment
Management Solutions group (“IMS”). This determination is based on IMS’ judgment of various
factors that contribute to the MassMutual Fund’s strategy. These factors may include product
attributes, capacity constraints, risk/volatility, manager expenses, and desired tracking errors.
With respect to certain MassMutual Funds that operate as a “Fund of Funds,” MML Investment
Advisers provides additional advisory services, such as allocating the Fund of Funds’ assets
among other MassMutual Funds or non-affiliated funds (including some funds that are affiliated
with subadvisers of the MassMutual Funds) in accordance with each Fund of Funds’ stated
investment objective, strategies, and restrictions, as well as applicable regulatory requirements.
Administrative and Compliance Support Services – MassMutual Funds
MML Investment Advisers provides general administrative services to the MassMutual Funds,
including through sub-admistration arrangements with MassMutual and an unaffiliated service
provider. These services cover most of the day-to-day business operations of the MassMutual
Funds, including, among other things, maintaining office facilities for the Funds; preparing and
filing various federal and state tax returns and required tax filings; preparing the Funds’ annual
and semi-annual reports to shareholders and amendments to its registration statements filed with
the SEC; determining the daily pricing of the portfolio securities and computation of the net asset
value and the net income of each Fund; maintaining the financial accounts and records of the
Funds; providing officers for the Funds; performing various fund accounting services for the
Funds; performing transfer agency services; and implementing the Funds’ policies and
procedures with respect to market timing, late trading, anti-money laundering, customer
identification, privacy, sales load breakpoints, and redemption fees, as applicable. Some of these
services are provided to only certain MassMutual Funds.
Under its administrative services agreements with certain of the MassMutual Select Funds and
MassMutual Premier Funds, MML Investment Advisers has agreed to provide for shareholder
servicing and recordkeeping services for direct and indirect investors in those funds. The
MassMutual Select Funds and MassMutual Premier Funds have historically
been offered almost
exclusively to retirement plans making use of the MassMutual retirement services recordkeeping
platform. (MassMutual provided recordkeeping services for the retirement plans and plan
participants who invest in the MassMutual Funds and other mutual funds.) On December 31,
2020, MassMutual completed the sale of its retirement services business to Empower
Retirement, LLC ("Empower"). The MassMutual Select Funds and MassMutual Premier Funds
continue to be available on Empower’s recordkeeping platforms. In addition, with respect to
these funds, the parent company of MML Investment Advisers (MassMutual) pays to an affiliate
of Empower an amount equal to the profit realized by MML Investment Advisers with respect to
shares beneficially owned by retirement plans through recordkeeping platforms maintained by
Empower or an affiliate. MML Investment Advisers also causes ongoing shareholder servicing
to be provided to investors in the MassMutual Funds by other third-party financial intermediaries
(e.g., broker-dealers and retirement plan recordkeepers).
In addition, MML Investment Advisers provides the MassMutual Funds with ongoing
compliance support and oversight. These activities include having policies and procedures that
are reasonably designed to prevent, detect, and correct violations of applicable federal securities
laws. The Adviser has established a compliance program to satisfy the requirements of Rule
206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). To that
end, the Adviser: (i) has adopted written policies and procedures reasonably designed to prevent
violation of the Advisers Act and the rules thereunder ("Compliance Manual"); (ii) at least
annually, conducts a review of the adequacy of these policies and procedures and the
effectiveness of their implementation; and (iii) has designated a Chief Compliance Officer
responsible for administering the compliance program.
Other Advisory Services -- Collective Investment Trusts
MML Investment Advisers provides certain advisory services to trust companies (“Trust
Companies”) that advise and maintain collective investment trust funds exempt from registration
pursuant to Section 3(c)(11) of the Investment Company Act (“CITs”). In this role, MML
Investment Advisers functions either as an overlay adviser (“CIT Overlay Adviser”)” or as a
subadviser (“CIT Subadviser)” retained by the Trust Company. MML Investment Advisers
provides these services for CITs looking to invest in portfolios that are aligned with certain
MassMutual Funds.
In its role as a CIT Overlay Adviser, MML Investment Advisers may (i) recommend to a Trust
Company one or more investment managers (“CIT Investment Managers”) to assist the Trust
Company with respect to the assets held in a CIT’s portfolio; (ii) recommend investment
objectives for each CIT portfolio; (iii) recommend target investment allocations among the CIT
Investment Managers for each CIT portfolio; (iv) direct the rebalancing of the CIT portfolios in
accordance with the target investment allocations as approved by the Trust Company; and (v)
monitor the CIT Investment Managers and target investment allocations and recommend such
changes to the Trust Company as it deems appropriate from time to time.
In its role as a CIT Subadviser, MML Investment Advisers assists with the selection, monitoring,
and allocation of assets to various portfolio managers (each a “CIT Sub-Subadviser”) for the
management of investment of such assets as are from time to time held in a Subadvised CIT.
Subject to the Trust Company’s authority to control the specific securities and investments
purchased or sold, MML Investment Advisers invests and administers the assets of the
Subadvised CIT in compliance with its agreements with the Trust Company and the CIT’s
investment objectives, as well as its agreements with any CIT Sub-Subadvisers.
Individual Tailored Services and Reasonable Restrictions
The investment program of a MassMutual Fund or a CIT cannot be tailored to the individual
needs of any particular investor. Investment in a MassMutual Fund or CIT does not create an
advisory client relationship between the ultimate investor and the Adviser. Therefore, investors
should consider whether a MassMutual Fund or CIT meets their investment objectives and risk
tolerance prior to investing.
Assets Under Management
As of December 31, 2023, MML Investment Advisers managed, on a discretionary basis,
$45,572,785,744 in client assets. MML Investment Advisers has no non-discretionary assets
under management. This figure reflects the market value of all priced securities and cash held in
the MassMutual Funds, as well as certain accruals. This figure also includes the assets of those
MassMutual Funds that operate as Funds of Funds that invest in various underlying MassMutual
Funds and other mutual funds and the assets managed by MML Investment Advisers as a CIT
Subadviser. This figure does not include assets held in CIT portfolios for which MML
Investment Advisers serves as a CIT Overlay Adviser.
More information on MML Investment Advisers’ assets under management is included in MML
Investment Advisers’ Form ADV Part 1A – Item 5.