January 22, 2016
Valerie Lithotomos
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | MassMutual Select Funds (the “Trust” or the “Registrant”) |
1933 Act File No. 33-73824
1940 Act File No. 811-8274
Comments received for Post-Effective Amendment No. 86 filed on December 3, 2015
Dear Ms. Lithotomos:
Below is a summary of the comments I received from you on January 5, 2016 regarding the above-mentioned Trust, together with our responses. I appreciate the time you took to carefully review these documents and have tried to address your comments. I would greatly appreciate your contacting me at 860-562-2241 as soon as possible if you have any further questions or comments. Thank you.
Cover Letter
1) | Comment: Please explain why actual expense figures reflect December 31, 2014 information as stated in the third paragraph of the December 3, 2015 cover letter that accompanied Post-Effective No. 86. |
Response: The expense numbers had not yet been updated to reflect the Funds’ expense numbers as of the Funds’ new September 30, 2015 fiscal year end when the filing was made. These numbers will be updated in the next filing.
Prospectus
Fee Table
2) | Comment: Please confirm that the expense example only shows a reduction for the period for which an expense waiver or cap will be in effect. |
Response: We confirm.
Principal Investment Strategies
3) | Comment:Please add language regarding the treatment of borrowings to the principal investment strategy for each Fund with an 80% name test. |
Response: The prospectus for each Fund currently states the following: “References in the discussion of these Funds’ investment policies to 80% of a Fund’s net assets refer to that percentage of the aggregate of the Fund’s net assets and the amount, if any, of borrowings by the Fund for investment purposes.” However, the Registrant will revise the disclosure in the principal investment strategies sections for each applicable Fund to include the underlined language as follows: “The Fund normally invests at least 80% of its net assets(plus the amount of any borrowings for investment purposes) in . . .”
Select Mid-Cap Value Fund - Principal Investment Strategies
4) | Comment:Please explain why the subadvisers define mid-cap companies as “those whose market capitalizations at the time of purchase are between $500 million and $40 billion” rather than using an index to define the capitalization range. |
Response: The change to the definition of mid-cap companies was the result of a subadviser change for this Fund. Because the new subadviser uses a slightly higher range to define mid-cap companies, the use of nominal values rather than an index range, better reflect how the Fund is managed.
Principal Investment Strategies
5) | Comment: The staff reiterates its prior comment that if derivatives can be considered substitutes for Fund securities for purposes of a Fund’s 80% name test policy, please explain supplementally how the Fund will value those derivatives for the purpose of the 80% policy. Please note that Rule 35d-1 is based on a Fund’s assets and not its exposure and in the staff’s view the notional value of such derivatives should not be the basis of valuing derivatives included in a Fund’s 80% policy. |
Response: The Funds currently do not expect to consider the values or investment exposures of derivatives for purposes of testing compliance with their 80% name test policies. If the Funds were to do so in the future, they might consider the specific derivative in question and the investment exposure created by it in determining how to value the derivative for purposes of the 80% test.
We acknowledge the following: (i) the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Securities and Exchange Commission (“SEC”) staff comments or changes to disclosure in response to SEC staff comments in the filings reviewed by the SEC staff do not foreclose the SEC from taking any action with respect to the filings; and (iii) the Registrant may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. As indicated in the SEC’s June 24, 2004 release regarding the public release of comment letters and responses, you are requesting such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other matter involving the Registrant.
Very truly yours,
/s/ Jill Nareau Robert
Jill Nareau Robert
Assistant Secretary, MassMutual Select Funds
Assistant Vice President and Counsel, Massachusetts Mutual Life Insurance Company