SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 2-39334)
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 117
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Investment Company Act File No. 811-02224
Amendment No. 102
MML SERIES INVESTMENT FUND
(Exact Name of Registrant as Specified in Declaration of Trust)
1295 State Street
Springfield, MA 01111-0001
(413) 744-1000
Name and Address of Agent for Service
Andrew M. Goldberg, Esq.
Vice President, Secretary, and Chief Legal Officer
MML Series Investment Fund
1295 State Street
Springfield, MA 01111-0001
Copy to:
Brian D. McCabe, Esq.
Ropes & Gray LLP
The Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
It is proposed that this filing become effective on April 25, 2025 pursuant to paragraph (a)(1) of rule 485.
TO THE SECURITIES AND EXCHANGE COMMISSION:
Registrant submits this Post-Effective Amendment No. 117 to its Registration Statement No. 2-39334 under the Securities Act of 1933, as amended, and this Amendment No. 102 to its Registration Statement No. 811-02224 under the Investment Company Act of 1940, as amended. This Post-Effective Amendment relates only to the 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 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 Companay Value Fund, MML Small/Mid Cap Value Fund, MML Sustainable Equity Fund, and MML Total Return Bond Fund. No other information relating to any other series of the Registrant is amended or superseded hereby.
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Page
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| About the Funds | | ||||||
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| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.75%
|
| |
0.75%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.03%
|
| |
0.03%
|
|
| Total Annual Fund Operating Expenses | | |
0.78%
|
| |
1.03%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$80
|
| |
$249
|
| |
$433
|
| |
$966
|
|
| Service Class | | |
$105
|
| |
$328
|
| |
$569
|
| |
$1,259
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 27.72% | | | |
Lowest
Quarter: |
| |
2Q ’22,
|
| |
-25.53%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Blue Chip Growth Fund |
| | | | | 49.53 | % | | | | | | | 12.93 | % | | | | | | | 12.05 | % | | |
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Service Class | | | | MML Blue Chip Growth Fund |
| | | | | 49.09 | % | | | | | | | 12.64 | % | | | | | | | 11.76 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 1000 Growth Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 42.68 | % | | | | | | | 19.50 | % | | | | | | | 14.86 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.75%
|
| |
0.75%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.04%
|
| |
0.04%
|
|
| Total Annual Fund Operating Expenses | | |
0.79%
|
| |
1.04%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$81
|
| |
$252
|
| |
$439
|
| |
$978
|
|
| Service Class | | |
$106
|
| |
$331
|
| |
$574
|
| |
$1,271
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 20.94% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-28.44%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Equity Income Fund |
| | | | | 9.54 | % | | | | | | | 11.20 | % | | | | | | | 7.86 | % | | |
| Service Class | | | | MML Equity Income Fund |
| | | | | 9.28 | % | | | | | | | 10.92 | % | | | | | | | 7.58 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 1000 Value Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 11.46 | % | | | | | | | 10.91 | % | | | | | | | 8.40 | % | | | ||||
| | | |
Class I
|
| |
Class II
|
| |
Class III
|
| |
Service
Class I |
|
| Management Fees | | |
0.10%
|
| |
0.10%
|
| |
0.10%
|
| |
0.10%
|
|
|
Distribution and Service (Rule 12b-1) Fees
|
| |
None
|
| |
None
|
| |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.33%
|
| |
0.18%
|
| |
0.03%
|
| |
0.33%
|
|
|
Total Annual Fund Operating Expenses
|
| |
0.43%
|
| |
0.28%
|
| |
0.13%
|
| |
0.68%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class I | | |
$44
|
| |
$138
|
| |
$241
|
| |
$542
|
|
| Class II | | |
$29
|
| |
$90
|
| |
$157
|
| |
$356
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class III | | |
$13
|
| |
$42
|
| |
$73
|
| |
$166
|
|
| Service Class I | | |
$69
|
| |
$218
|
| |
$379
|
| |
$847
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 20.41% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-19.69%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class I | | | | MML Equity Index Fund |
| | | | | 25.75 | % | | | | | | | 15.21 | % | | | | | | | 11.57 | % | | |
| Class II | | | | MML Equity Index Fund |
| | | | | 25.93 | % | | | | | | | 15.38 | % | | | | | | | 11.73 | % | | |
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class III | | | | MML Equity Index Fund |
| | | | | 26.10 | % | | | | | | | 15.55 | % | | | | | | | 11.89 | % | | |
| Service Class I | | | | MML Equity Index Fund |
| | | | | 25.44 | % | | | | | | | 14.92 | % | | | | | | | 11.29 | % | | |
| S&P 500 Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 26.29 | % | | | | | | | 15.69 | % | | | | | | | 12.03 | % | | | ||||
| | | |
Class II
|
| |
Service
Class I |
|
| Management Fees | | |
0.69%
|
| |
0.69%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.18%
|
| |
0.18%
|
|
| Total Annual Fund Operating Expenses | | |
0.87%
|
| |
1.12%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class II | | |
$89
|
| |
$278
|
| |
$482
|
| |
$1,073
|
|
| Service Class I | | |
$114
|
| |
$356
|
| |
$617
|
| |
$1,363
|
|
| |
Highest
Quarter: |
| |
4Q ’22,
|
| | | | 13.66% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-16.40%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class II | | | | MML Focused Equity Fund |
| | | | | 9.88 | % | | | | | | | 13.44 | % | | | | | | | 10.83 | % | | |
| Service Class I | | | | MML Focused Equity Fund |
| | | | | 9.69 | % | | | | | | | 13.14 | % | | | | | | | 10.55 | % | | |
| S&P 500® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 1000 Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 26.53 | % | | | | | | | 15.52 | % | | | | | | | 11.80 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.86%
|
| |
0.86%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.09%
|
| |
0.09%
|
|
| Total Annual Fund Operating Expenses | | |
0.95%
|
| |
1.20%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$97
|
| |
$303
|
| |
$525
|
| |
$1,166
|
|
| Service Class | | |
$122
|
| |
$381
|
| |
$660
|
| |
$1,455
|
|
| |
Highest
Quarter: |
| |
4Q ’22,
|
| | | | 19.20% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-26.93%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Foreign Fund |
| | | | | 16.22 | % | | | | | | | 6.11 | % | | | | | | | 2.22 | % | | |
| Service Class I | | | | MML Foreign Fund |
| | | | | 15.97 | % | | | | | | | 5.83 | % | | | | | | | 1.97 | % | | |
| MSCI EAFE Index (reflects no deduction for fees or expenses) |
| | | | | 18.24 | % | | | | | | | 8.16 | % | | | | | | | 4.28 | % | | | ||||
| | | |
Class II
|
| |
Service
Class I |
|
| Management Fees | | |
0.60%
|
| |
0.60%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.21%
|
| |
0.21%
|
|
| Total Annual Fund Operating Expenses | | |
0.81%
|
| |
1.06%
|
|
| Expense Reimbursement | | |
(0.01%)
|
| |
(0.01%)
|
|
|
Total Annual Fund Operating Expenses after Expense Reimbursement(1)
|
| |
0.80%
|
| |
1.05%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class II | | |
$83
|
| |
$259
|
| |
$450
|
| |
$1,002
|
|
| Service Class I | | |
$108
|
| |
$337
|
| |
$585
|
| |
$1,294
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 18.43% | | | |
Lowest
Quarter: |
| |
2Q ’22,
|
| |
-16.72%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class II | | | | MML Fundamental Equity Fund |
| | | | | 23.00 | % | | | | | | | 14.99 | % | | | | | | | 12.22 | % | | |
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Service Class I | | | | MML Fundamental Equity Fund |
| | | | | 22.76 | % | | | | | | | 14.68 | % | | | | | | | 11.94 | % | | |
| S&P 500® Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 26.29 | % | | | | | | | 15.69 | % | | | | | | | 12.03 | % | | | ||||
| | | |
Class I
|
| |
Class II
|
| |
Service Class I
|
|
| Management Fees | | |
0.60%
|
| |
0.60%
|
| |
0.60%
|
|
|
Distribution and Service (Rule 12b-1) Fees
|
| |
None
|
| |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.23%
|
| |
0.23%
|
| |
0.23%
|
|
|
Total Annual Fund Operating Expenses
|
| |
0.83%
|
| |
0.83%
|
| |
1.08%
|
|
| Expense Reimbursement | | |
(0.01%)
|
| |
(0.01%)
|
| |
(0.01%)
|
|
|
Total Annual Fund Operating Expenses after Expense Reimbursement(1)
|
| |
0.82%
|
| |
0.82%
|
| |
1.07%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class I | | |
$85
|
| |
$265
|
| |
$460
|
| |
$1,025
|
|
| Class II | | |
$85
|
| |
$265
|
| |
$460
|
| |
$1,025
|
|
| Service Class I | | |
$110
|
| |
$343
|
| |
$595
|
| |
$1,317
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 17.23% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-21.93%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class I | | | | MML Global Fund |
| | | | | 14.51 | % | | | | | | | 10.46 | % | | | | | | | 7.38 | % | | |
| Class II | | | | MML Global Fund |
| | | | | 14.37 | % | | | | | | | 10.46 | % | | | | | | | 7.39 | % | | |
| Service Class I | | | | MML Global Fund |
| | | | | 14.08 | % | | | | | | | 10.18 | % | | | | | | | 7.09 | % | | |
| MSCI ACWI (reflects no deduction for fees or expenses)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| MSCI World Index (reflects no deduction for fees or expenses) |
| | | | | 23.79 | % | | | | | | | 12.80 | % | | | | | | | 8.60 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.65%
|
| |
0.65%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.06%
|
| |
0.06%
|
|
| Total Annual Fund Operating Expenses | | |
0.71%
|
| |
0.96%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$73
|
| |
$227
|
| |
$395
|
| |
$883
|
|
| Service Class | | |
$98
|
| |
$306
|
| |
$531
|
| |
$1,178
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 20.63% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-30.48%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Income & Growth Fund |
| | | | | 9.19 | % | | | | | | | 12.00 | % | | | | | | | 8.79 | % | | |
| Service Class | | | | MML Income & Growth Fund |
| | | | | 8.98 | % | | | | | | | 11.73 | % | | | | | | | 8.52 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 1000 Value Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 11.46 | % | | | | | | | 10.91 | % | | | | | | | 8.40 | % | | | ||||
| | | |
Class II
|
| |
Service
Class I |
|
| Management Fees | | |
0.80%
|
| |
0.80%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.25%
|
| |
0.25%
|
|
| Total Annual Fund Operating Expenses | | |
1.05%
|
| |
1.30%
|
|
| Fee Waiver | | |
(0.10%)
|
| |
(0.10%)
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver(1)
|
| |
0.95%
|
| |
1.20%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class II | | |
$97
|
| |
$324
|
| |
$570
|
| |
$1,274
|
|
| Service Class I | | |
$122
|
| |
$402
|
| |
$703
|
| |
$1,559
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 32.01% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-37.03%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class II | | | | MML International Equity Fund |
| | | | | 18.51 | % | | | | | | | 8.11 | % | | | | | | | 3.73 | % | | |
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Service Class I | | | | MML International Equity Fund |
| | | | | 18.27 | % | | | | | | | 7.84 | % | | | | | | | 3.29 | % | | |
| MSCI EAFE Index (reflects no deduction for fees or expenses) |
| | | | | 18.24 | % | | | | | | | 8.16 | % | | | | | | | 4.41 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.65%
|
| |
0.65%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.04%
|
| |
0.04%
|
|
| Total Annual Fund Operating Expenses | | |
0.69%
|
| |
0.94%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$70
|
| |
$221
|
| |
$384
|
| |
$859
|
|
| Service Class | | |
$96
|
| |
$300
|
| |
$520
|
| |
$1,155
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 23.93% | | | |
Lowest
Quarter: |
| |
2Q ’22,
|
| |
-22.66%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Large Cap Growth Fund |
| | | | | 51.71 | % | | | | | | | 17.75 | % | | | | | | | 12.98 | % | | |
| Service Class | | | | MML Large Cap Growth Fund |
| | | | | 51.37 | % | | | | | | | 17.47 | % | | | | | | | 12.70 | % | | |
| S&P 500® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 1000 Growth Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 42.68 | % | | | | | | | 19.50 | % | | | | | | | 14.86 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.75%
|
| |
0.75%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.31%
|
| |
0.31%
|
|
| Total Annual Fund Operating Expenses | | |
1.06%
|
| |
1.31%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$108
|
| |
$337
|
| |
$585
|
| |
$1,294
|
|
| Service Class | | |
$133
|
| |
$415
|
| |
$718
|
| |
$1,579
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 7.81% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-9.74%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Managed Volatility Fund |
| | | | | 12.87 | % | | | | | | | 5.74 | % | | | | | | | 4.36 | % | | |
| Service Class | | | | MML Managed Volatility Fund |
| | | | | 12.59 | % | | | | | | | 5.47 | % | | | | | | | 4.10 | % | | |
| S&P 500 Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 26.29 | % | | | | | | | 15.69 | % | | | | | | | 12.03 | % | | | ||||
| Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 5.53 | % | | | | | | | 1.10 | % | | | | | | | 1.81 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.77%
|
| |
0.77%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.05%
|
| |
0.05%
|
|
| Total Annual Fund Operating Expenses | | |
0.82%
|
| |
1.07%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$84
|
| |
$262
|
| |
$455
|
| |
$1,014
|
|
| Service Class | | |
$109
|
| |
$340
|
| |
$590
|
| |
$1,306
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 29.00% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-22.92%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Mid Cap Growth Fund |
| | | | | 22.64 | % | | | | | | | 11.38 | % | | | | | | | 10.40 | % | | |
| Service Class | | | | MML Mid Cap Growth Fund |
| | | | | 22.34 | % | | | | | | | 11.12 | % | | | | | | | 10.13 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell Midcap Growth Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 25.87 | % | | | | | | | 13.81 | % | | | | | | | 10.57 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.84%
|
| |
0.84%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.05%
|
| |
0.05%
|
|
| Total Annual Fund Operating Expenses | | |
0.89%
|
| |
1.14%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$91
|
| |
$284
|
| |
$493
|
| |
$1,096
|
|
| Service Class | | |
$116
|
| |
$362
|
| |
$628
|
| |
$1,386
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 16.89% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-27.55%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Mid Cap Value Fund |
| | | | | 5.97 | % | | | | | | | 11.11 | % | | | | | | | 8.83 | % | | |
| Service Class | | | | MML Mid Cap Value Fund |
| | | | | 5.70 | % | | | | | | | 10.84 | % | | | | | | | 8.56 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell Midcap Value Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 12.71 | % | | | | | | | 11.16 | % | | | | | | | 8.26 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
1.04%
|
| |
1.04%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.07%
|
| |
0.07%
|
|
| Total Annual Fund Operating Expenses | | |
1.11%
|
| |
1.36%
|
|
| Fee Waiver | | |
(0.03%)
|
| |
(0.03%)
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver(1)
|
| |
1.08%
|
| |
1.33%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$110
|
| |
$350
|
| |
$609
|
| |
$1,349
|
|
| Service Class | | |
$135
|
| |
$428
|
| |
$742
|
| |
$1,632
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 32.36% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-28.67%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Small Cap Growth Equity Fund |
| | | | | 16.84 | % | | | | | | | 11.91 | % | | | | | | | 8.80 | % | | |
| Service Class | | | | MML Small Cap Growth Equity Fund |
| | | | | 16.55 | % | | | | | | | 11.63 | % | | | | | | | 8.53 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Russell 2000 Growth Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 18.66 | % | | | | | | | 9.22 | % | | | | | | | 7.16 | % | | | ||||
| | | |
Class II
|
| |
Service
Class I |
|
| Management Fees | | |
0.80%
|
| |
0.80%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.27%
|
| |
0.27%
|
|
| Total Annual Fund Operating Expenses | | |
1.07%
|
| |
1.32%
|
|
| Expense Reimbursement | | |
(0.08%)
|
| |
(0.08%)
|
|
|
Total Annual Fund Operating Expenses after Expense Reimbursement(1)
|
| |
0.99%
|
| |
1.24%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class II | | |
$101
|
| |
$332
|
| |
$582
|
| |
$1,298
|
|
| Service Class I | | |
$126
|
| |
$410
|
| |
$716
|
| |
$1,583
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 28.58% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-30.85%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class II | | | | MML Small Company Value Fund |
| | | | | 16.14 | % | | | | | | | 11.22 | % | | | | | | | 7.62 | % | | |
| Service Class I | | | | MML Small Company Value Fund |
| | | | | 15.92 | % | | | | | | | 10.94 | % | | | | | | | 7.35 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 14.65 | % | | | | | | | 10.00 | % | | | | | | | 6.76 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.75%
|
| |
0.75%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.07%
|
| |
0.07%
|
|
| Total Annual Fund Operating Expenses | | |
0.82%
|
| |
1.07%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$84
|
| |
$262
|
| |
$455
|
| |
$1,014
|
|
| Service Class | | |
$109
|
| |
$340
|
| |
$590
|
| |
$1,306
|
|
| |
Highest
Quarter: |
| |
4Q ’20,
|
| | | | 29.16% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-36.08%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Small/Mid Cap Value Fund |
| | | | | 17.12 | % | | | | | | | 11.06 | % | | | | | | | 7.75 | % | | |
| Service Class | | | | MML Small/Mid Cap Value Fund |
| | | | | 16.89 | % | | | | | | | 10.79 | % | | | | | | | 7.48 | % | | |
| Russell 3000® Index (reflects no deduction for fees, expenses, or taxes)(1) |
| | | | | [__] | % | | | | | | | [__] | % | | | | | | | [__] | % | | | ||||
| Russell 2500 Value Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 15.98 | % | | | | | | | 10.79 | % | | | | | | | 7.42 | % | | | ||||
| | | |
Initial
Class |
| |
Service
Class |
|
| Management Fees | | |
0.50%
|
| |
0.50%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.06%
|
| |
0.06%
|
|
| Total Annual Fund Operating Expenses | | |
0.56%
|
| |
0.81%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Initial Class | | |
$57
|
| |
$179
|
| |
$313
|
| |
$701
|
|
| Service Class | | |
$83
|
| |
$259
|
| |
$450
|
| |
$1,002
|
|
| |
Highest
Quarter: |
| |
2Q ’20,
|
| | | | 19.65% | | | |
Lowest
Quarter: |
| |
1Q ’20,
|
| |
-20.38%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Initial Class | | | | MML Sustainable Equity Fund |
| | | | | 24.51 | % | | | | | | | 14.72 | % | | | | | | | 10.97 | % | | |
| Service Class | | | | MML Sustainable Equity Fund |
| | | | | 24.20 | % | | | | | | | 14.44 | % | | | | | | | 10.69 | % | | |
| S&P 500 Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 26.29 | % | | | | | | | 15.69 | % | | | | | | | 12.03 | % | | | ||||
| | | |
Class II
|
| |
Service
Class I |
|
| Management Fees | | |
0.40%
|
| |
0.40%
|
|
| Distribution and Service (Rule 12b-1) Fees | | |
None
|
| |
0.25%
|
|
| Other Expenses | | |
0.23%
|
| |
0.23%
|
|
| Total Annual Fund Operating Expenses | | |
0.63%
|
| |
0.88%
|
|
| | | |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
|
| Class II | | |
$64
|
| |
$202
|
| |
$351
|
| |
$786
|
|
| Service Class I | | |
$90
|
| |
$281
|
| |
$488
|
| |
$1,084
|
|
| |
Highest
Quarter: |
| |
4Q ’23,
|
| | | | 7.63% | | | |
Lowest
Quarter: |
| |
1Q ’22,
|
| |
-6.30%
|
|
| | | | | | | | |
One
Year |
| | |
Five
Years |
| | |
Ten
Years |
| ||||||||||||
| Class II | | | | MML Total Return Bond Fund |
| | | | | 5.45 | % | | | | | | | 1.04 | % | | | | | | | 1.55 | % | | |
| Service Class I | | | | MML Total Return Bond Fund |
| | | | | 5.20 | % | | | | | | | 0.79 | % | | | | | | | 1.29 | % | | |
| Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes) |
| | | | | 5.53 | % | | | | | | | 1.10 | % | | | | | | | 1.81 | % | | | ||||
| James W. MacGregor, CFA |
|
| Erik A. Turenchalk, CFA |
|
| Rob Bove |
|
| Justin Brown, CFA |
|
| Ryan Cope, CFA |
|
| Jeff John, CFA |
|
| Michael Liss, CFA |
|
| Nathan Rawlins, CFA |
|
| Joe Reiland, CFA |
|
| Kevin Toney, CFA |
|
| Brian Woglom, CFA |
|
| Mark Giambrone |
|
| Brad Kinkelaar |
|
| Pranay Laharia, CFA |
|
| Michael B. Nayfa, CFA |
|
| Terry L. Pelzel, CFA |
|
| Brian F. Quinn, CFA |
|
| Jennifer Hsui, CFA |
|
| Paul Whitehead |
|
| Daniel M. Ashcraft, CFA |
|
| Michael T. Buckius, CFA |
|
| Kenneth H. Toft, CFA |
|
| David G. Herro, CFA |
|
| Eric Liu, CFA |
|
| Michael L. Manelli, CFA |
|
| John Delano, CFA |
|
| Manind Govil, CFA |
|
| Benjamin Ram |
|
| Aziz V. Hamzaogullari, CFA |
|
| Filipe Benzinho |
|
| Daniel Ling, CFA |
|
| Jerry Cudzil |
|
| Ruben Hovhannisyan, CFA |
|
| Bryan T. Whalen, CFA |
|
| Brandon H. Harrell, CFA |
|
| Brian W.H. Berghuis, CFA |
|
| Donald J. Easley |
|
| Paul D. Greene II |
|
| John D. Linehan, CFA |
|
| Ashley R. Woodruff |
|
| Peter C. Fisher |
|
| Daniel J. Fitzpatrick, CFA |
|
| Donald J. Kilbride |
|
| Ranjit Ramachandran, CFA |
|
| | | |
Page
|
| |||
| | | | | B-3 | | | |
| | | | | B-3 | | | |
| | | | | B-50 | | | |
| | | | | B-53 | | | |
| | | | | B-54 | | | |
| | | | | B-63 | | | |
| | | | | B-64 | | | |
| | | | | B-72 | | | |
| | | | | B-72 | | | |
| | | | | B-73 | | | |
| | | | | B-74 | | | |
| | | | | B-74 | | | |
| | | | | B-74 | | | |
| | | | | B-74 | | | |
| | | | | B-78 | | | |
| | | | | B-80 | | | |
| | | | | B-82 | | | |
| | | | | B-83 | | | |
| | | | | B-87 | | | |
| | | | | B-87 | | | |
| | | | | B-88 | | | |
| | | | | B-92 | | | |
| | | | | B-231 | | | |
| |
Nabil N. El‑Hage
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1958 Trustee of the Trust since 2012 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
Maria D. Furman
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1954 Trustee of the Trust since 2012 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
R. Bradford Malt
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1954 Trustee of the Trust since 2022 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
C. Ann Merrifield
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1951 Trustee of the Trust since 2012 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
Cynthia R. Plouché
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1957 Trustee of the Trust since 2022 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
Jason J. Price
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1973 Trustee of the Trust since 2022 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
Susan B. Sweeney
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1952 Chairperson of the Trust since 2022 Trustee of the Trust since 2009 Trustee of 86 portfolios in fund complex1 |
| | Chairperson and Trustee of the Trust | |
| |
Paul LaPiana2
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1969 Trustee of the Trust since 2023 Trustee of 84 portfolios in fund complex |
| | Trustee of the Trust | |
| |
Clifford M. Noreen3
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1957 Trustee of the Trust since 2021 Trustee of 86 portfolios in fund complex4 |
| | Trustee of the Trust | |
| |
Oludare Adedokun
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1986 Officer of the Trust since 2024 Officer of 84 portfolios in fund complex |
| | Vice President of the Trust | |
| |
Andrew M. Goldberg
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1966 Officer of the Trust since 2001 Officer of 84 portfolios in fund complex |
| | Vice President, Secretary, and Chief Legal Officer of the Trust | |
| | Renée Hitchcock 1295 State Street Springfield, MA 01111‑0001 Year of birth: 1970 Officer of the Trust since 2007 Officer of 84 portfolios in fund complex |
| | Chief Financial Officer and Treasurer of the Trust | |
| |
Jill Nareau Robert
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1972 Officer of the Trust since 2008 Officer of 84 portfolios in fund complex |
| | Vice President and Assistant Secretary of the Trust | |
| |
Douglas Steele
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1975 Officer of the Trust since 2016 Officer of 84 portfolios in fund complex |
| | President of the Trust | |
| |
Meredith Ulrich
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1986 Officer of the Trust since 2024 Officer of 84 portfolios in fund complex |
| | Vice President of the Trust | |
| |
Philip S. Wellman
1295 State Street Springfield, MA 01111‑0001 Year of birth: 1964 Officer of the Trust since 2007 Officer of 84 portfolios in fund complex |
| | Vice President and Chief Compliance Officer of the Trust | |
|
Name of Trustee
|
| |
The Dollar Range of Equity Securities
Beneficially Owned in the Trust |
| |
Aggregate Dollar Range of Equity
Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|
| Independent Trustees | | | | | | | |
|
Nabil N. El-Hage
|
| |
None
|
| |
None
|
|
|
Maria D. Furman
|
| |
None
|
| |
None
|
|
|
R. Bradford Malt
|
| |
None
|
| |
None
|
|
|
C. Ann Merrifield
|
| |
None
|
| |
None
|
|
|
Cynthia R. Plouché
|
| |
None
|
| |
None
|
|
|
Jason J. Price
|
| |
None
|
| |
None
|
|
|
Susan B. Sweeney
|
| |
None
|
| |
None
|
|
| Interested Trustees | | | | | | | |
|
Paul LaPiana
|
| |
None
|
| |
None
|
|
|
Clifford M. Noreen
|
| |
None
|
| |
$10,001-$50,000
|
|
|
Name of Trustee
|
| |
Aggregate Compensation from
the Trust |
| |
Total Compensation from the
Trust and Fund Complex Paid to Trustees |
| ||||||
|
Nabil N. El-Hage
|
| | | $ | [] 1 | | | | | $ | [] | | |
|
Maria D. Furman
|
| | | $ | [] | | | | | $ | [] | | |
|
Paul LaPiana
|
| | | $ | 0 | | | | | $ | 0 | | |
|
R. Bradford Malt
|
| | | $ | [] | | | | | $ | [] | | |
|
C. Ann Merrifield
|
| | | $ | [] | | | | | $ | [] | | |
|
Clifford M. Noreen
|
| | | $ | [] | | | | | $ | [] | | |
|
Cynthia R. Plouché
|
| | | $ | [] | | | | | $ | [] | | |
|
Jason J. Price
|
| | | $ | [] | | | | | $ | [] | | |
|
Susan B. Sweeney
|
| | | $ | [] | | | | | $ | [] | | |
|
Fund
|
| | | |
|
MML Blue Chip Growth
|
| |
0.75% on the first $400 million; and
0.70% on assets over $400 million
|
|
|
MML Equity Income
|
| |
0.75% on the first $500 million; and
0.70% on assets over $500 million
|
|
|
MML Equity Index
|
| |
0.10% on the first $500 million; and
0.08% on assets over $500 million
|
|
|
MML Focused Equity
|
| |
0.70% on the first $250 million; and
0.60% on assets over $250 million
|
|
|
MML Foreign
|
| |
0.86% on the first $500 million; and
0.82% on assets over $500 million
|
|
|
MML Fundamental Equity
|
| |
0.60% on the first $250 million; and
0.58% on assets over $250 million
|
|
|
MML Global
|
| |
0.60% on the first $500 million; and
0.55% on assets over $500 million
|
|
|
MML Income & Growth
|
| |
0.65% on the first $500 million; and
0.60% on assets over $500 million
|
|
|
MML International Equity
|
| |
0.80% on the first $250 million; and
0.75% on assets over $250 million
|
|
|
MML Large Cap Growth
|
| |
0.65% on the first $500 million; and
0.60% on assets over $500 million
|
|
|
MML Managed Volatility
|
| |
0.75% on the first $500 million; and
0.70% on assets over $500 million
|
|
|
MML Mid Cap Growth
|
| |
0.77% on the first $500 million; and
0.75% on assets over $500 million
|
|
|
MML Mid Cap Value
|
| |
0.84% on the first $500 million; and
0.80% on assets over $500 million
|
|
|
MML Small Cap Growth Equity
|
| |
1.04% on the first $200 million; and
1.00% on assets over $200 million
|
|
|
MML Small Company Value
|
| |
0.80% on the first $150 million; and
0.70% on assets over $150 million
|
|
|
MML Small/Mid Cap Value
|
| |
0.75% on the first $500 million; and
0.70% on assets over $500 million
|
|
|
MML Sustainable Equity
|
| |
0.50% on the first $500 million; and
0.475% on assets over $500 million
|
|
|
MML Total Return Bond
|
| |
0.40% on the first $500 million; and
0.38% on assets over $500 million
|
|
|
Fund
|
| |
Class I
|
| |
Class II
|
| |
Class III
|
| |
Service Class I
|
| ||||||||||||
|
MML Equity Index
|
| | | | 0.30% | | | | | | 0.15% | | | | | | None | | | | | | 0.30% | | |
|
MML Focused Equity
|
| |
N/A
|
| | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | | |||
|
Fund
|
| |
Class I
|
| |
Class II
|
| |
Class III
|
| |
Service Class I
|
| ||||||||||||
|
MML Fundamental Equity
|
| |
N/A
|
| | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | | |||
|
MML Global
|
| | | | 0.15% | | | | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | |
|
MML International Equity
|
| |
N/A
|
| | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | | |||
|
MML Small Company Value
|
| |
N/A
|
| | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | | |||
|
MML Total Return Bond
|
| |
N/A
|
| | | | 0.15% | | | | | | N/A | | | | | | 0.15% | | | |||
| | | |
Fiscal Year Ended December 31, 2024
|
| |||||||||||||||||||||||||||
| | | |
Advisory Fees
Paid |
| |
Subadvisory
Fees Paid |
| |
Advisory Fees
Waived |
| |
Administrative
Fees Paid |
| |
Other Expenses
Reimbursed |
| |||||||||||||||
|
MML Blue Chip Growth
|
| | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
MML Equity Income 1
|
| | | | [] | | | | | | [] | | | | | | [] | | | | | | — | | | | | | — | | |
|
MML Equity Index
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | [] | | | | | | — | | |
|
MML Focused Equity
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | [] | | | | | | — | | |
|
MML Foreign 2
|
| | | | [] | | | | | | [] | | | | | | [] | | | | | | — | | | | | | — | | |
|
MML Fundamental Equity
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | [] | | | | | | — | | |
|
MML Global
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | [] | | | | | | — | | |
|
MML Income & Growth
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML International Equity 3
|
| | | | [] | | | | | | [] | | | | | | [] | | | | | | [] | | | | | | — | | |
|
MML Large Cap Growth
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Managed Volatility
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Mid Cap Growth
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Mid Cap Value
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Small Cap Growth Equity 4
|
| | | | [] | | | | | | [] | | | | | | [] | | | | | | — | | | | | | — | | |
|
MML Small Company Value 5
|
| | | | [] | | | | | | [] | | | | | | [] | | | | | | [] | | | | | | [] | | |
|
MML Small/Mid Cap Value
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Sustainable Equity
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Total Return Bond
|
| | | | [] | | | | | | [] | | | | | | — | | | | | | [] | | | | | | — | | |
| | | |
Fiscal Year Ended December 31, 2023
|
| |||||||||||||||||||||||||||
| | | |
Advisory Fees
Paid |
| |
Subadvisory
Fees Paid |
| |
Advisory Fees
Waived |
| |
Administrative
Fees Paid |
| |
Other Expenses
Reimbursed |
| |||||||||||||||
|
MML Blue Chip Growth
|
| | | $ | 3,129,085 | | | | | $ | 1,157,924 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
MML Equity Income 1
|
| | | | 2,637,128 | | | | | | 960,580 | | | | | | (105,485) | | | | | | — | | | | | | — | | |
|
MML Equity Index
|
| | | | 578,495 | | | | | | 49,365 | | | | | | — | | | | | | 571,954 | | | | | | — | | |
|
MML Focused Equity
|
| | | | 2,020,070 | | | | | | 944,244 | | | | | | — | | | | | | 442,517 | | | | | | — | | |
|
MML Foreign 2
|
| | | | 1,534,008 | | | | | | 647,594 | | | | | | (17,781) | | | | | | — | | | | | | — | | |
|
MML Fundamental Equity
|
| | | | 921,365 | | | | | | 383,733 | | | | | | — | | | | | | 230,340 | | | | | | — | | |
|
MML Global
|
| | | | 800,061 | | | | | | 564,676 | | | | | | — | | | | | | 200,015 | | | | | | — | | |
|
MML Income & Growth
|
| | | | 1,155,203 | | | | | | 510,273 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML International Equity 3
|
| | | | 1,881,631 | | | | | | 1,090,801 | | | | | | (235,204) | | | | | | 352,806 | | | | | | — | | |
|
MML Large Cap Growth
|
| | | | 1,208,428 | | | | | | 610,623 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Managed Volatility
|
| | | | 764,430 | | | | | | 382,172 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Mid Cap Growth
|
| | | | 2,501,506 | | | | | | 1,377,019 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Mid Cap Value
|
| | | | 2,311,077 | | | | | | 1,100,235 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Small Cap Growth Equity 4
|
| | | | 1,477,230 | | | | | | 802,840 | | | | | | (42,612) | | | | | | — | | | | | | — | | |
|
MML Small Company Value 5
|
| | | | 590,137 | | | | | | 309,833 | | | | | | (110,651) | | | | | | 110,651 | | | | | | — | | |
|
MML Small/Mid Cap Value
|
| | | | 981,720 | | | | | | 729,343 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Sustainable Equity
|
| | | | 675,647 | | | | | | 270,329 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Total Return Bond
|
| | | | 1,279,100 | | | | | | 435,745 | | | | | | — | | | | | | 479,663 | | | | | | — | | |
| | | |
Fiscal Year Ended December 31, 2022
|
| |||||||||||||||||||||||||||
| | | |
Advisory Fees
Paid |
| |
Subadvisory
Fees Paid |
| |
Advisory Fees
Waived |
| |
Administrative
Fees Paid |
| |
Other Expenses
Reimbursed |
| |||||||||||||||
|
MML Blue Chip Growth
|
| | | $ | 3,355,543 | | | | | $ | 1,265,047 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
MML Equity Income 1
|
| | | | 3,097,271 | | | | | | 1,127,486 | | | | | | (123,891) | | | | | | — | | | | | | — | | |
|
MML Equity Index
|
| | | | 614,313 | | | | | | 52,711 | | | | | | — | | | | | | 652,789 | | | | | | — | | |
|
MML Focused Equity
|
| | | | 2,206,142 | | | | | | 1,038,406 | | | | | | — | | | | | | 489,035 | | | | | | — | | |
|
MML Foreign 2
|
| | | | 1,696,528 | | | | | | 709,970 | | | | | | (27,226) | | | | | | — | | | | | | — | | |
|
MML Fundamental Equity
|
| | | | 1,178,637 | | | | | | 490,559 | | | | | | — | | | | | | 294,659 | | | | | | — | | |
|
MML Global
|
| | | | 894,994 | | | | | | 626,268 | | | | | | — | | | | | | 223,749 | | | | | | — | | |
|
MML Income & Growth
|
| | | | 1,503,211 | | | | | | 639,424 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML International Equity 3
|
| | | | 1,747,848 | | | | | | 1,006,367 | | | | | | (218,520) | | | | | | 327,779 | | | | | | — | | |
|
MML Large Cap Growth
|
| | | | 1,133,234 | | | | | | 568,121 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Managed Volatility
|
| | | | 879,144 | | | | | | 439,186 | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Fiscal Year Ended December 31, 2022
|
| |||||||||||||||||||||||||||
| | | |
Advisory Fees
Paid |
| |
Subadvisory
Fees Paid |
| |
Advisory Fees
Waived |
| |
Administrative
Fees Paid |
| |
Other Expenses
Reimbursed |
| |||||||||||||||
|
MML Mid Cap Growth
|
| | | | 2,693,102 | | | | | | 1,479,644 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Mid Cap Value
|
| | | | 2,659,759 | | | | | | 1,265,921 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Small Cap Growth Equity 4
|
| | | | 1,634,381 | | | | | | 889,442 | | | | | | (47,146) | | | | | | — | | | | | | — | | |
|
MML Small Company Value 5
|
| | | | 672,473 | | | | | | 352,781 | | | | | | (126,089) | | | | | | 126,089 | | | | | | — | | |
|
MML Small/Mid Cap Value
|
| | | | 1,114,253 | | | | | | 899,396 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Sustainable Equity
|
| | | | 719,934 | | | | | | 364,292 | | | | | | — | | | | | | — | | | | | | — | | |
|
MML Total Return Bond
|
| | | | 1,309,584 | | | | | | 445,947 | | | | | | — | | | | | | 491,094 | | | | | | — | | |
| | | | |
Service Class
12b-1 Fees |
| ||||||
| | MML Blue Chip Growth | | | | $ | [] | | | |||
| | MML Equity Income | | | | $ | [] | | | |||
| | MML Foreign | | | | $ | [] | | | |||
| | MML Income & Growth | | | | $ | [] | | | |||
| | MML Large Cap Growth | | | | $ | [] | | | |||
| | MML Managed Volatility | | | | $ | [] | | | |||
| | MML Mid Cap Growth | | | | $ | [] | | | |||
| | MML Mid Cap Value | | | | $ | [] | | | |||
| | MML Small Cap Growth Equity | | | | $ | [] | | | |||
| | MML Small/Mid Cap Value | | | | $ | [] | | | |||
| | MML Sustainable Equity | | | | $ | [] | | | |||
| | | | |
Service Class I
12b-1 Fees |
| ||||||
| | MML Equity Index | | | | $ | [] | | | |||
| | MML Focused Equity | | | | $ | [] | | | |||
| | MML Fundamental Equity | | | | $ | [] | | | |||
| | MML Global | | | | $ | [] | | | |||
| | MML International Equity | | | | $ | [] | | | |||
| | MML Small Company Value | | | | $ | [] | | | |||
| | MML Total Return Bond | | | | $ | [] | | | |||
| | | |
Fiscal Year ended
December 31, 2024 |
| |
Fiscal Year ended
December 31, 2023 |
| |
Fiscal Year ended
December 31, 2022 |
| |||||||||
|
MML Blue Chip Growth
|
| | | $ | [] | | | | | $ | 13,560 | | | | | $ | 20,277 | | |
|
MML Equity Income
|
| | | $ | [] | | | | | $ | 38,052 | | | | | $ | 49,998 | | |
|
MML Equity Index
|
| | | $ | [] | | | | | $ | 4,477 | | | | | $ | 14,154 | | |
|
MML Focused Equity
|
| | | $ | [] | | | | | $ | 11,648 | | | | | $ | 18,012 | | |
|
MML Foreign
|
| | | $ | [] | | | | | $ | 52,745 | | | | | $ | 52,915 | | |
|
MML Fundamental Equity
|
| | | $ | [] | | | | | $ | 77,024 | | | | | $ | 59,523 | | |
|
MML Global
|
| | | $ | [] | | | | | $ | 11,006 | | | | | $ | 10,247 | | |
|
MML Income & Growth
|
| | | $ | [] | | | | | $ | 54,303 | | | | | $ | 54,002 | | |
|
MML International Equity
|
| | | $ | [] | | | | | $ | 39,759 | | | | | $ | 35,518 | | |
|
MML Large Cap Growth
|
| | | $ | [] | | | | | $ | 10,879 | | | | | $ | 18,136 | | |
|
MML Managed Volatility
|
| | | $ | [] | | | | | $ | 21,946 | | | | | $ | 32,041 | | |
|
MML Mid Cap Growth
|
| | | $ | [] | | | | | $ | 52,033 | | | | | $ | 69,176 | | |
|
MML Mid Cap Value
|
| | | $ | [] | | | | | $ | 64,227 | | | | | $ | 87,832 | | |
|
MML Small Cap Growth Equity
|
| | | $ | [] | | | | | $ | 52,035 | | | | | $ | 97,248 | | |
|
MML Small Company Value
|
| | | $ | [] | | | | | $ | 25,212 | | | | | $ | 24,965 | | |
|
MML Small/Mid Cap Value
|
| | | $ | [] | | | | | $ | 53,538 | | | | | $ | 44,790 | | |
| | | |
Fiscal Year ended
December 31, 2024 |
| |
Fiscal Year ended
December 31, 2023 |
| |
Fiscal Year ended
December 31, 2022 |
| |||||||||
|
MML Sustainable Equity
|
| | | $ | [] | | | | | $ | 9,872 | | | | | $ | 26,198 | | |
|
MML Total Return Bond
|
| | | $ | [] | | | | | $ | 9,528 | | | | | $ | 12,064 | | |
| | | |
Fiscal Year ended December 31, 2024
|
| |
Fiscal Year
ended December 31, 2023 |
| |
Fiscal Year
ended December 31, 2022 |
| |||||||||||||||||||||||
|
Affiliated Broker/Dealer
|
| |
Aggregate
Commissions Paid |
| |
Percentage
Paid to Affiliates |
| |
Percentage of
Dollar Amount of Transactions Involving Payment of Commissions to Affiliates |
| |
Aggregate
Commissions Paid |
| |
Aggregate
Commissions Paid |
| |||||||||||||||||
|
Jefferies LLC
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
MML Blue Chip Growth 1
|
| | | $ | [] | | | | | | []% | | | | | | | []% | | | | | | $ | 282 | | | | | $ | 773 | | |
|
MML Equity Income 1
|
| | | $ | [] | | | | | | []% | | | | | | | []% | | | | | | $ | 988 | | | | | $ | 1,392 | | |
|
MML Foreign 1
|
| | | $ | [] | | | | | | []% | | | | | | | []% | | | | | | $ | — | | | | | $ | 125 | | |
|
MML Fundamental Equity 1
|
| | | $ | [] | | | | | | []% | | | | | | | []% | | | | | | $ | 81 | | | | | $ | 394 | | |
|
MML Mid Cap Growth 1
|
| | | $ | [] | | | | | | []% | | | | | | | []% | | | | | | $ | 669 | | | | | $ | 809 | | |
| | | |
Dollar Value of
Those Transactions |
| |
Amount of
Commissions |
| ||||||
|
MML Blue Chip Growth
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Equity Income
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Focused Equity
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Foreign
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Fundamental Equity
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Income & Growth
|
| | | $ | [] | | | | | $ | [] | | |
|
MML International Equity
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Large Cap Growth
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Mid Cap Growth
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Mid Cap Value
|
| | | $ | [] | | | | | $ | [] | | |
| | | |
Dollar Value of
Those Transactions |
| |
Amount of
Commissions |
| ||||||
|
MML Small Cap Growth Equity
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Small Company Value
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Small/Mid Cap Value
|
| | | $ | [] | | | | | $ | [] | | |
|
MML Sustainable Equity
|
| | | $ | [] | | | | | $ | [] | | |
|
Fund
|
| |
Regular Broker or Dealer
|
| |
Aggregate Value of
Securities Held |
| |||
|
MML Blue Chip Growth
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Equity Income
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Equity Index
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Fundamental Equity
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Global
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Income & Growth
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML International Equity
|
| | [ ] | | | | $ | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Managed Volatility
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
|
Fund
|
| |
Regular Broker or Dealer
|
| |
Aggregate Value of
Securities Held |
| |||
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Sustainable Equity
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | | | | | | | | | | |
|
MML Total Return Bond
|
| | [ ] | | | | $ | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | [ ] | | | | | [] | | |
| | | | | | | | $ | [] | | |
| | ||||||||||
|
FUND
|
| |
Gross
income earned by the Fund from securities lending activities |
| |
Fees
paid to securities lending agent from a revenue split |
| |
Fees paid for
any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split |
| |
Administrative
fees not included in a revenue split |
| |
Indemnification
fees not included in a revenue split |
| |
Rebate
(paid to borrower) |
| |
Other fees
not included in a revenue split, if applicable, including a description of those other fees |
| |
Aggregate fees/
compensation paid by the Fund for securities lending activities |
| |
Net
income from securities lending activities |
| |||||||||||||||||||||||||||
|
MML Blue Chip
Growth
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Equity
Income
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Equity
Index
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Focused
Equity
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Foreign
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML
Fundamental Equity
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Global
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Income &
Growth
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML
International Equity
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Large Cap
Growth
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Managed
Volatility
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Mid Cap
Growth
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Mid Cap
Value
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Small Cap
Growth Equity
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Small
Company Value
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Small/Mid
Cap Value
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Sustainable
Equity
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
|
MML Total
Return Bond
|
| | | $ | [] | | | | | $ | [] | | | | | $ | [] | | | | | $ | — | | | | | $ | — | | | | | $ | [] | | | | | $ | — | | | | | $ | [] | | | | | $ | [] | | |
| |
Shareholder
Proposal |
| |
Board and Director Proposals
|
| |
For
|
| |
Against
|
| |
Case-by-
Case |
|
| | | | | Board Diversity | | | | | | | | |
✓
|
|
| | | | Establish New Board Committees and Elect Board Members with Specific Expertise | | | | | | | | |
✓
|
| |
| | | | | Changes in Board Structure and Amending the Articles of Incorporation | | |
✓
|
| | | | | | |
| |
✓
|
| | Declassify Boards | | |
✓
|
| | | | | | |
| | | | | Director Liability and Indemnification | | | | | | | | |
✓
|
|
| |
✓
|
| | Disclose CEO Succession Plan | | |
✓
|
| | | | | | |
| | | | | Election of Directors | | |
✓
|
| | | | | | |
| | | | | Controlled Company Exemption | | | | | | | | |
✓
|
|
| | | | | Voting for Director Nominees in a Contested Election | | | | | | | | |
✓
|
|
| |
✓
|
| | Independent Lead Director | | |
✓
|
| | | | | | |
| |
✓
|
| | Limit Term of Directorship | | | | | | | | |
✓
|
|
| |
✓
|
| | Majority of Independent Directors | | |
✓
|
| | | | | | |
| |
✓
|
| | Majority of Independent Directors on Key Committees | | |
✓
|
| | | | | | |
| |
✓
|
| | Majority Votes for Directors | | |
✓
|
| | | | | | |
| |
✓
|
| | Removal of Directors Without Cause | | |
✓
|
| | | | | | |
| |
✓
|
| | Require Independent Board Chairman | | | | | | | | |
✓
|
|
| |
✓
|
| | Require Two Candidates for Each Board Seat | | | | | |
✓
|
| | | |
| | | | | Cross-Shareholding (Japan) | | | | | |
✓
|
| | | |
| | Compensation Proposals | | ||||||||||||
| |
✓
|
| | Elimination of Single Trigger Change-in-Control Agreements | | |
✓
|
| | | | | | |
| |
✓
|
| | Pro Rata Vesting of Equity Compensation Awards-Change of Control | | | | | | | | |
✓
|
|
| |
✓
|
| | Adopt Policies to Prohibit any Death Benefits to Senior Executives | | | | | |
✓
|
| | | |
| |
✓
|
| | Advisory Vote to Ratify Directors’ Compensation | | |
✓
|
| | | | | | |
| |
✓
|
| | Amend Executive Compensation Plan Tied to Performance (Bonus Banking) | | | | | |
✓
|
| | | |
| | | | | Approve Remuneration for Directors and Auditors | | | | | | | | |
✓
|
|
| | | | | Approve Remuneration Reports | | | | | | | | |
✓
|
|
| | | | | Approve Retirement Bonuses for Directors (Japan and South Korea) | | | | | | | | |
✓
|
|
| | | | | Approve Special Payments to Continuing Directors and Auditors (Japan) | | | | | | | | |
✓
|
|
| |
✓
|
| | Disclose Executive and Director Pay | | | | | | | | |
✓
|
|
| |
✓
|
| | Exclude Pension Income from Performance-Based Compensation | | |
✓
|
| | | | | | |
| | | | | Executive and Employee Compensation Plans | | | | | | | | |
✓
|
|
| |
✓
|
| | Limit Dividend Payments to Executives | | | | | |
✓
|
| | | |
| |
✓
|
| | Limit Executive Pay | | | | | | | | |
✓
|
|
| |
✓
|
| | Mandatory Holding Periods | | | | | |
✓
|
| | | |
| |
✓
|
| | Performance-Based Stock Option Plans | | | | | | | | |
✓
|
|
| |
✓
|
| | Prohibit Relocation Benefits to Senior Executives | | | | | |
✓
|
| | | |
| |
✓
|
| | Recovery of Performance-Based Compensation | | |
✓
|
| | | | | | |
| |
✓
|
| | Submit Golden Parachutes/Severance Plans to a Shareholder Vote | | | | | |
✓
|
| | | |
| |
✓
|
| | Submit Golden Parachutes/Severance Plans to a Shareholder Vote prior to their being Negotiated by Management | | | | | | | | |
✓
|
|
| |
✓
|
| | Submit Survivor Benefit Compensation Plans to a Shareholder Vote | | |
✓
|
| | | | | | |
| |
Shareholder
Proposal |
| |
Board and Director Proposals
|
| |
For
|
| |
Against
|
| |
Case-by-
Case |
|
| | Capital Changes and Anti-Take Over Proposals | | ||||||||||||
| |
✓
|
| | Amend Exclusive Forum Bylaw | | | | | |
✓
|
| | | |
| | | | | Amend Net Operating Loss (“NOL”) Rights Plans | | |
✓
|
| | | | | | |
| | | | | Authorize Share Repurchase | | |
✓
|
| | | | | | |
| | | | | Blank Check Preferred Stock | | | | | |
✓
|
| | | |
| | | | | Corporate Restructurings, Merger Proposals and Spin-Offs | | | | | | | | |
✓
|
|
| | | | | Elimination of Preemptive Rights | | | | | | | | |
✓
|
|
| |
✓
|
| | Expensing Stock Options | | |
✓
|
| | | | | | |
| | | | | Fair Price Provisions | | | | | | | | |
✓
|
|
| | | | | Increase Authorized Common Stock | | | | | | | | |
✓
|
|
| | | | | Issuance of Equity without Preemptive Rights | | |
✓
|
| | | | | | |
| | | | | Issuance of Stock with Unequal Voting Rights | | | | | | | | |
✓
|
|
| | | | | Net Long Position Requirement | | |
✓
|
| | | | | | |
| | | | | Reincorporation | | | | | | | | |
✓
|
|
| |
✓
|
| | Reincorporation to Another jurisdiction to Permit Majority Voting or Other Changes in Corporate Governance | | | | | | | | |
✓
|
|
| | | | | Stock Splits | | |
✓
|
| | | | | | |
| |
✓
|
| | Submit Company’s Shareholder Rights Plan to a Shareholder Vote | | |
✓
|
| | | | | | |
| | | | | Transferrable Stock Options | | | | | | | | |
✓
|
|
| | Auditor Proposals | | ||||||||||||
| | | | | Appointment of Auditors | | |
✓
|
| | | | | | |
| | | | | Approval of Financial Statements | | |
✓
|
| | | | | | |
| | | | | Approval of Internal Statutory Auditors | | |
✓
|
| | | | | | |
| |
✓
|
| | Limit Compensation Consultant Services | | | | | |
✓
|
| | | |
| | | | | Limitation of Liability of External Statutory Auditors (Japan) | | | | | | | | |
✓
|
|
| |
✓
|
| | Separating Auditors and Consultants | | | | | | | | |
✓
|
|
| | Shareholder Access and Voting Proposals | | ||||||||||||
| |
✓
|
| | A Shareholder’s Right to Call Special Meetings | | |
✓
|
| | | | | | |
| |
✓
|
| | Adopt Cumulative Voting | | | | | | | | |
✓
|
|
| |
✓
|
| | Adopt Cumulative Voting in Dual Shareholder Class Structures | | |
✓
|
| | | | | | |
| |
✓
|
| | Early Disclosure of Voting Results | | | | | |
✓
|
| | | |
| |
✓
|
| | Implement Confidential Voting | | |
✓
|
| | | | | | |
| | | | | Limiting a Shareholder’s Right to Call Special Meetings | | | | | |
✓
|
| | | |
| |
✓
|
| | Permit a Shareholder’s Right to Act by Written Consent | | | | | | | | |
✓
|
|
| |
✓
|
| | Proxy Access for Annual Meetings | | |
✓
|
| | | | | | |
| | | | | Reduce Meeting Notification from 21 Days to 14 Days (UK) | | |
✓
|
| | | | | | |
| |
✓
|
| | Rotation of Locale for Annual Meeting | | | | | |
✓
|
| | | |
| |
✓
|
| | Shareholder Proponent Engagement Process | | |
✓
|
| | | | | | |
| | | | | Supermajority Vote Requirements | | | | | |
✓
|
| | | |
| | Environmental and Social, Disclosure Proposals | | ||||||||||||
| |
✓
|
| | Animal Welfare | | | | | | | | |
✓
|
|
| |
✓
|
| | Climate Change | | | | | | | | |
✓
|
|
| |
✓
|
| | Say on Climate | | | | | | | | |
✓
|
|
| |
✓
|
| | Charitable Contributions | | | | | | | | |
✓
|
|
| |
✓
|
| | Environmental Proposals | | | | | | | | |
✓
|
|
| |
✓
|
| | Genetically Altered or Engineered Food and Pesticides | | | | | | | | |
✓
|
|
| |
✓
|
| | Health Proposals | | | | | | | | |
✓
|
|
| |
Shareholder
Proposal |
| |
Board and Director Proposals
|
| |
For
|
| |
Against
|
| |
Case-by-
Case |
|
| |
✓
|
| | Pharmaceutical Pricing (US) | | | | | | | | |
✓
|
|
| |
✓
|
| | Human Rights Policies and Reports | | | | | | | | |
✓
|
|
| |
✓
|
| | Include Sustainability as a Performance Measure (SHP) | | | | | | | | |
✓
|
|
| |
✓
|
| | Lobbying and Political Spending | | |
✓
|
| | | | | | |
| |
✓
|
| | Other Business | | | | | |
✓
|
| | | |
| |
✓
|
| | Reimbursement of Shareholder Expenses | | | | | |
✓
|
| | | |
| |
✓
|
| | Sustainability Report | | | | | | | | |
✓
|
|
| |
✓
|
| | Work Place: Diversity | | |
✓
|
| | | | | | |
| |
✓
|
| | Work Place: Pay Disparity | | | | | | | | |
✓
|
|
| |
Name of Security
|
| |
Date of Shareholder Meeting
|
|
| | 1. | | |
Is our proposed vote on all issues explicitly addressed by, and consistent with our stated proxy voting policy?
If yes, stop here and sign below as no further review is necessary.
|
| |
☐ Yes ☐ No
|
|
| |
2.
|
| |
Is our proposed vote on consistent with our client’s recommended vote?
Leave blank if not applicable; if yes, continue to question 3; if no, provide a memo reflecting the guidelines provided below.
|
| | ☐ Yes ☐ No | |
| | 3. | | |
Is our proposed vote consistent with the views of Institutional Shareholder Services?
Leave blank if not applicable.
|
| |
☐ Yes ☐ No
|
|
| | AB Conflicts Officer Approval (if necessary. Email approval is acceptable.): | | |||
| | Prepared by: | | | | |
| | | | |||
| | I hereby confirm that the proxy voting decision referenced on this form is reasonable. | | |||
| | ______________________________________________ | | | Print Name: ___________________________________ | |
| | AB Conflicts Officer | | | Date: ________________________________________ | |
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| James W. MacGregor | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Erik A. Turenchalk | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Michael Liss
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Nathan Rawlins
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Kevin Toney
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Brian Woglom
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Ryan Cope
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Jeff John
|
| | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Rob Bove | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Justin Brown | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Joe Reiland | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed 1 |
| |
Total Assets 1
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based 1 |
| |
Total Assets 1
|
|
| Mark Giambrone 3 | | ||||||||||||
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Brad Kinkelaar 4
|
| | | | | | | | | | | | |
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Pranay Laharia | | ||||||||||||
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Michael B. Nayfa 5 | | ||||||||||||
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Terry L. Pelzel 6 | | ||||||||||||
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Brian F. Quinn | | ||||||||||||
|
Registered investment companies 2
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Jennifer Hsui
|
| | | | | | | | | | | ||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Paul Whitehead
|
| | | | | | | | | | | ||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Daniel M. Ashcraft | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Michael T. Buckius | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Kenneth H. Toft | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| David G. Herro | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Eric Liu | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Michael L. Manelli | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Manind Govil | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ] ***
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Benjamin Ram | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ] ***
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| John Delano | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Sub-Adviser
|
| |
Performance time period 1
|
|
|
Invesco Advisers 2
|
| | One-, Three-, and Five-year performance against fund peer group. | |
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Aziz V. Hamzaogullari | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Filipe Benzinho
|
| ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Daniel Ling
|
| ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Portfolio Manager
|
| |
Benchmark(s)
|
|
|
Filipe Benzinho
|
| | MSCI EAFE Index (net div) | |
|
Daniel Ling
|
| | MSCI EAFE Index (net div) | |
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Jerry Cudzil | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Ruben Hovhannisyan | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Bryan T. Whalen | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Brandon H. Harrell | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Paul D. Greene II | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| John D. Linehan | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Brian W.H. Berghuis | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Donald J. Easley | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| Ashley R. Woodruff | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
0
|
| |
$0
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Peter C. Fisher | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Donald J. Kilbride | | ||||||||||||
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| | | |
Number of
Accounts Managed* |
| |
Total Assets*
|
| |
Number of
Accounts Managed for which Advisory Fee is Performance- Based* |
| |
Total Assets*
|
|
| Daniel J. Fitzpatrick | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
| Ranjit Ramachandran | | | | | | | | | | | | | |
|
Registered investment companies**
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other pooled investment vehicles
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Other accounts
|
| |
[ ]
|
| |
$[ ]
|
| |
[ ]
|
| |
$[ ]
|
|
|
Fund
|
| |
Benchmark and/or Peer Group
|
|
|
MML Focused Equity
|
| | Russell 1000 Index | |
|
MML Small Cap Growth Equity (portfolio managed by Mr. Fitzpatrick)
|
| | Russell 2000 Index | |
|
MML Small Cap Growth Equity (portfolio managed by
Mr. Ramachandran)
|
| | Russell 2000 Growth Index | |
PART C
Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C to this Registration Statement.
PART C: OTHER INFORMATION
| Item 28: | Exhibits |
Exhibit A:
Exhibit B:
(1) Amended and Restated Bylaws of MML Series Investment Fund dated April 30, 2021.(41)
Exhibit C:
Exhibit D:
-1-
(21) Amendment Two to Investment Management Agreement between the Trust and MassMutual (assigned to MML Advisers on April 1, 2014) relating to the MML Foreign Fund dated as of July 1, 2020.(39)
-2-
-3-
-4-
-5-
(87) Investment Subadvisory Agreement between MML Advisers and Barrow, Hanley, Mewhinney & Strauss, LLC relating to the MML Income & Growth Fund dated as of November 17, 2020.(39)
-6-
(104) Amendment One to Investment Subadvisory Agreement between MassMutual (assigned to MML Advisers on April 1, 2014) and Wellington Management Company, LLP (now known as Wellington Management Company LLP) relating to the MML Small Cap Growth Equity Fund dated as of October 1, 2020.(39)
(105) Amendment Two to Investment Subadvisory Agreement between MassMutual (assigned to MML Advisers on April 1, 2014) and Wellington Management Company, LLP (now known as Wellington Management Company LLP) relating to the MML Small Cap Growth Equity Fund dated as of January 1, 2024 is filed hrein as Exhibit D(105).
(111) Instrument of Assignment between MassMutual and MML Advisers dated as of April 1, 2014.(27)
-7-
Exhibit E:
Distribution Agreement between the Trust and MML Distributors, LLC dated as of August 15, 2008.(8)
Exhibit F:
Exhibit G:
Exhibit H:
-8-
(11) Amendment to the Amended and Restated Sub-Administrative Services and Shareholder Services Agreement between MML Advisers and MassMutual dated as of May 1, 2021.(39)
-9-
(22) Master Repurchase Agreement between the Trust and State Street dated as of January 1, 2008.(33)
-10-
Exhibit I:
(1) Opinion of counsel as to the legality of shares being registered for MML Equity Index Fund.(38)
-11-
(6) Opinion of counsel as to the legality of Service Class and Service Class I shares.(8)
Exhibit J:
(1) Not applicable.
(2) Power of Attorney for Nabil N. El-Hage(43)
(3) Power of Attorney for Maria D. Furman(43)
(4) Power of Attorney for Paul LaPiana(43)
(5) Power of Attorney for R. Bradford Malt(42).
(6) Power of Attorney for C. Ann Merrifield(43)
(7) Power of Attorney for Clifford M. Noreen(43)
(8) Power of Attorney for Cynthia R. Plouché(42).
(9) Power of Attorney for Jason J. Price(42).
(10) Power of Attorney for Susan B. Sweeney(43)
-12-
Exhibit K:
Not Applicable.
Exhibit L:
Not Applicable.
Exhibit M:
(1) Service Class and Service Class I Distribution and Services Plan dated as of August 15, 2008.(8)
Exhibit N:
(1) Amended and Restated Rule 18f-3 Plan dated as of June 17, 2020.(39)
Exhibit O:
Reserved.
Exhibit P:
(2) Code of Ethics for AllianceBernstein L.P. dated as of January 2024.(43)
(4) Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, LLC dated as of February 15, 2024.(43)
(6) Code of Ethics for Capital Research and Management Company dated as of April 2021.(39)
(7) Code of Ethics for Gateway Investment Advisers, LLC dated as of March 18, 2024.(43)
(11) Code of Ethics for Massachusetts Financial Services Company dated as of December 29, 2023.(43)
(14) Code of Ethics for Thompson, Siegel & Walmsley LLC dated as of March 29, 2024.(43)
(16) Code of Ethics for Wellington Management Company LLP dated as of December 1, 2023.(43)
-13-
| (1) | Intentionally omitted. |
| (2) | Incorporated by reference as Exhibit I(4) to Registrant’s Post-Effective Amendment No. 44 to the Registration Statement filed via EDGAR on May 1, 2000. |
| (3) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 56 to the Registration Statement filed via EDGAR on April 28, 2006. |
| (4) | Intentionally omitted. |
| (5) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 62 to the Registration Statement filed via EDGAR on August 22, 2007. |
| (6) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 63 to the Registration Statement filed via EDGAR on February 21, 2008. |
| (7) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 64 to the Registration Statement filed via EDGAR on April 30, 2008. |
| (8) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 67 to the Registration Statement filed via EDGAR on August 13, 2008. |
| (9) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 68 to the Registration Statement filed via EDGAR on August 13, 2008. |
| (10) | Intentionally omitted. |
| (11) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 70 to the Registration Statement filed via EDGAR on February 23, 2009. |
| (12) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 71 to the Registration Statement filed via EDGAR on February 25, 2009. |
| (13) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 72 to the Registration Statement filed via EDGAR on April 30, 2009. |
| (14) | Intentionally omitted. |
| (15) | Intentionally omitted. |
| (16) | Intentionally omitted. |
| (17) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 77 to the Registration Statement filed via EDGAR on August 9, 2010. |
| (18) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 78 to the Registration Statement filed via EDGAR on March 2, 2011. |
| (19) | Intentionally omitted. |
| (20) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 81 to the Registration Statement filed via EDGAR on September 22, 2011. |
| (21) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 82 to the Registration Statement filed via EDGAR on December 6, 2011. |
| (22) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 84 to the Registration Statement filed via EDGAR on March 2, 2012. |
-14-
| (23) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 87 to the Registration Statement filed via EDGAR on March 1, 2013. |
| (24) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 88 to the Registration Statement filed via EDGAR on April 30, 2013. |
| (25) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 90 to the Registration Statement filed via EDGAR on October 17, 2013. |
| (26) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 91 to the Registration Statement filed via EDGAR on December 30, 2013. |
| (27) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 93 to the Registration Statement filed via EDGAR on May 1, 2014. |
| (28) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 95 to the Registration Statement filed via EDGAR on February 27, 2015. |
| (29) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 96 to the Registration Statement filed via EDGAR on May 1, 2015. |
| (30) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 98 to the Registration Statement filed via EDGAR on April 28, 2016. |
| (31) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 100 to the Registration Statement filed via EDGAR on March 2, 2017. |
| (32) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 101 to the Registration Statement filed via EDGAR on April 28, 2017. |
| (33) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 103 to the Registration Statement filed via EDGAR on March 2, 2018. |
| (34) | Intentionally omitted. |
| (35) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 106 to the Registration Statement filed via EDGAR on March 1, 2019. |
| (36) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 107 to the Registration Statement filed via EDGAR on April 30, 2019. |
| (37) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 109 to the Registration Statement filed via EDGAR on March 2, 2020. |
| (38) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 110 to the Registration Statement filed via EDGAR on April 30, 2020. |
| (39) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 111 to the Registration Statement filed via EDGAR on April 30, 2021. |
| (40) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 113 to the Registration Statement filed via EDGAR on March 2, 2022. |
| (41) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 114 to the Registration Statement filed via EDGAR on April 30, 2022. |
| (42) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 115 to the Registration Statement filed via EDGAR on April 28, 2023.
|
| (43) | Incorporated by reference to Registrant’s Post-Effective Amendment No. 116 to the Registration Statement filed via EDGAR on April 30, 2024. |
-15-
| Item 29. | Persons Controlled by or Under Common Control with the Fund |
At the date of this Post-Effective Amendment to the Registration Statement, Registrant did not, directly or indirectly, control any person. Currently, the Registrant provides a vehicle for the investment of assets of various separate investment accounts established by MassMutual. The assets in such separate accounts are, under state law, assets of the life insurance companies which have established such accounts. Thus, at any time MassMutual and its life insurance company subsidiaries will own such outstanding shares of Registrant’s series as are purchased with separate account assets. As a result, MassMutual will own a substantial number of the shares of Registrant, probably for a number of years.
The following entities are, or may be deemed to be, controlled by MassMutual through the direct or indirect ownership of such entities’ stock or other ownership interests. In addition, MassMutual may be deemed to control one or more investment pools not listed below and managed or sponsored by MassMutual or its affiliates, through direct or indirect ownership of shares or other interests in such investment pools.
| A. | C.M. Life Insurance Company (May 11, 1981), a Connecticut corporation which operates as a life and health insurance company. |
| 1. | MML Bay State Life Insurance Company (April 1, 1935), a Connecticut corporation which operates as a life and health insurance company. |
| 2. | CML Mezzanine Investor III, LLC (May 17, 2010), a Delaware limited liability company that acts as a blocker entity for C.M. Life Insurance Company. |
| 3. | CML Special Situations Investor LLC (November 17, 2014), a Delaware limited liability company that holds a portion of the limited partner interest in a European investment fund. |
| 4. | CM Life Mortgage Lending LLC (March 16, 2023), a Delaware limited liability company formed to hold investments. |
| B. | MML Distributors, LLC (November 10, 1994), a Connecticut limited liability company which operates as a securities broker-dealer. (MassMutual – 99% and MassMutual Holding LLC – 1%.) |
| C. | MassMutual Holding LLC (November 30, 1984), a Delaware limited liability company which operates as a holding company for certain MassMutual entities. |
MassMutual Holding LLC is the sole owner of each subsidiary or affiliate unless otherwise indicated.
| 1. | MML Investors Services, LLC (December 31, 1981), a Massachusetts limited liability company which operates as a securities broker-dealer and federally covered investment advisor. |
| a. | MML Insurance Agency, LLC (November 16, 1990), a Massachusetts limited liability company which operates as an insurance broker. |
-16-
| 2. | MassMutual Assignment Company (October 4, 2000), a North Carolina corporation which operated a structured settlement business. |
| 3. | MassMutual Capital Partners LLC (September 20, 2006), a Delaware single-member limited liability company. MassMutual Holding LLC is the sole member. |
| 4. | LifeScore Labs, LLC (previously, Society of Grownups, LLC) (April 15, 2014), a Massachusetts limited liability company. |
| 5. | MassMutual Ventures Holding LLC (March 26, 2018), a Delaware limited liability company formed to hold mandate investment vehicles. |
| a. | MassMutual Ventures US I LLC (formerly, MassMutual Ventures LLC) (June 10, 2014), a Delaware limited liability company that will hold investments. |
| b. | MassMutual Ventures US II LLC (April 17, 2018), a Delaware limited liability company that will hold investments. |
| c. | MassMutual Ventures US III LLC (May 21, 2020), a Delaware limited liability company that will hold investments. |
| d. | MassMutual Ventures UK LLC (July 12, 2018), a Delaware limited liability company formed to hold investment mandates in the United Kingdom. |
| e. | MassMutual Ventures Southeast Asia I LLC (September 25, 2018), a Delaware company that holds investments. |
| f. | MassMutual Ventures Southeast Asia II LLC (December 12, 2019), a Delaware limited liability company that holds investments. |
-17-
| g. | MassMutual Ventures Management LLC (April 4, 2018), a Delaware limited liability company that will serve as the investment manager for US-based mandate investment vehicles. |
| 1.) | MassMutual Ventures SEA Management Private Limited (June 20, 2018), a Singapore company formed to provide investment advisory services to its affiliated company in the U.S. |
| a.) | MMV UK/SEA Limited (May 23, 2023), a company established in England and Wales to perform activities related to venture capital work. |
| b.) | MassMutual Ventures India Private Limited (January 10, 2024), an India company that supports and facilitates growth of the MMV Europe/APAC business in India. |
| 6. | Haven Life Insurance Agency, LLC (March 17, 2014), a Delaware limited liability company that engages in insurance agency activities. |
| 7. | MM Rothesay Holdco US LLC (September 24, 2013), a Delaware limited liability company that holds shares in Rothesay Limited. |
| 8. | Fern Street LLC (April 11, 2013), a Delaware limited liability company. |
| 9. | Sleeper Street LLC (October 4, 2019), a Delaware limited liability company that will hold certain investments and invest in a portfolio of private equity assets. |
| 10. | MM Catalyst Fund LLC (November 25 2020), a Delaware limited liability company that holds investments. |
| 11. | MM Catalyst Fund II LLC (February 6, 2023), a Delaware limited liability company that holds investments. |
| 12. | MM Asset Management Holding LLC, a Delaware limited liability company that acts as a holding company for certain asset managers. |
| a. | Barings LLC (July 5, 1940), a Delaware limited liability company which operates as an investment adviser. |
| 1.) | Barings Securities LLC (July 1, 1994), a Delaware limited liability company which operates as a securities broker-dealer. |
| 2.) | Barings Guernsey Limited (February 20, 2001), an investment management company organized under the laws of Guernsey. |
-18-
| a.) | Barings Europe Limited (June 5, 2017), a company organized under the laws of England and Wales. |
| i. | Baring Asset Management Limited (April 6, 1994), a company incorporated under the laws of England and Wales that acts an investment manager/adviser. |
aa. Baring Fund Managers Limited (October 29, 1968), a company incorporated under the laws of England and Wales that acts as a manager of BAM UK Collective Investment Schemes.
bb. Baring International Investment Limited (June 7, 1979), a company incorporated under the laws of England and Wales that acts as an investment manager/adviser.
cc. Baring Investment Services Limited (May 18, 1988), a company incorporated under the laws of England and Wales that acts as a service company which supports all the BAM Group operating companies within the UK.
dd. Barings European Core Property Fund GP Sàrl (October 29, 2015), a special-purpose company organized in Luxembourg that serves as a general partner of a European real estate equity fund.
ee. Barings BME GP Sàrl (July 31, 2020), a company organized under the laws of England and Wales that serves as a general partner.
ff. Barings GPLF4(S) GP Sàrl (March 18, 2021), a company incorporated under the laws of Luxembourg that serves as a General Partner.
-19-
| ii. | Barings Italy S.r.l. (July 23, 2019 ), an operating company incorporated under the laws of Italy. |
| iii. | Barings Sweden AB (July 16, 2019 ), an operating company incorporated under the laws of Sweden. |
| iv. | Barings Asset Management Spain SL (October 13, 2019), an operating company incorporated under the laws of Spain. |
| v. | Barings Netherlands B.V. (December 5, 2019), an operating company incorporated under the laws of the Netherlands. |
| vi. | Barings GmbH (formerly Barings Real Estate GmbH)(January 8, 2014), a German limited liability company that provides transaction and asset management services for all types of real estate and retail property, in addition to development and refurbishment services for office, retail, industrial and residential assets. |
| vii. | Barings (U.K.) Limited (January 4, 1995), an institutional debt-fund manager organized under the laws of England and Wales. |
| iix. | Baring France SAS (July 24, 1997), a company incorporated under the laws of France that handles distribution and client services for qualified investors. |
| ix. | Baring International Fund Managers (Ireland) Limited (July 16, 1990), a company incorporated under the laws of Ireland that acts as a manager of BAM Irish Collective Investment Schemes and Funds. |
-20-
| x. | Barings Switzerland Sàrl (December 18, 2013), an operating company established under the laws of Switzerland. |
| 3.) | Barings Real Estate Advisers, Inc. (May 11, 2004), a Delaware corporation that holds a “corporation” real estate license. |
| 4.) | Barings Real Estate Acquisitions LLC (January 10, 2022), a Delaware limited liability company. |
| 5.) | BMC Holdings DE LLC (March 29, 2013), a Delaware limited liability company. |
| 6.) | Barings Finance LLC (December 12, 2012), a Delaware limited liability company formed to invest in securities of U.S. middle market companies. |
| a.) | BCF Europe Funding Limited (August 27, 2013), a company formed in the Republic of Ireland to invest in securities. |
| b.) | BCF Senior Funding I LLC (August 28, 2013), a limited liability company formed under the laws of the State of Delaware to invest in securities. |
| c.) | BCF Senior Funding I Designated Activity Company (January 20, 2016), a company formed in the Republic of Ireland to invest in securities. |
| 7.) | Baring Asset Management (Asia) Holdings Limited (June 7, 1985), an intermediate holding company organized in Hong Kong. |
| a.) | Barings Japan Limited (January 13, 1986), a company organized in Japan that is registered as a Financial Business Operator (Registration No. 396-KLFB) for Type II Financial Instruments Business, Investment Advisory and Agency Business, and Investment Management Business with the Financial Services Agency in Japan under the Financial Instruments and Exchange Act (Act No. 25 of 1948). |
-21-
| b.) | Baring International Fund Managers (Bermuda) Limited (September 13, 1988), a company incorporated under the laws of Bermuda under that acts as a trustee of Baring Korea Trust Fund Ltd.’s undistributed funds. |
| c.) | Baring SICE (Taiwan) Limited (March 15, 1990), a regulated company organized in Taiwan. |
| d.) | Baring Asset Management (Asia) Limited (March 15, 1985), a company organized in Hong Kong that acts as an investment adviser. |
| i. | Baring Asset Management Korea Limited, a regulated Korean company that engages in the business of asset management, business administration and investment advisory services. |
| ii. | Barings Investment Management (Shanghai) Limited (August 3, 2018) is an operating company established under Chinese law. |
aa. Barings Overseas Investment Fund Management (Shanghai) Limited (August 22, 2018) serves as the distributor in China.
| e.) | Barings Singapore Pte. Ltd. (November 16, 2020), an operating company established under the laws of Singapore. |
| f.) | Barings Australia Holding Company Pty Ltd (October 12, 2009), an operating company that employs five or more mezzanine debt portfolio managers. |
| i. | Barings Australia Pty Ltd (October 16, 2009), an asset manager for Australian institutional investors. |
-22-
| 8.) | Barings Australia Real Estate Holdings Pty Ltd (May 4, 2022), a private limited company established under the laws of Australia that act as a holding company. |
| a.) | Barings Australia Real Estate Pty Ltd (May 4, 2022), a private limited company established under the laws of Australia. |
| i. | Barings Australia Property Partners Holdings Pty Ltd (May 5, 2010), an operating company established under the laws of Australia. |
aa.) Barings Australia Asset Management Pty Ltd (May 17, 2010), a proprietary limited company established under the laws of Australia. (Not shown on organizational chart.)
bb.) Barings Australia Property Partners Pty Ltd (August 8, 2008), a proprietary limited company established under the laws of Australia. (Not shown on organizational chart.)
| 9.) | Barings Australia Structured Finance Holdings Pty Ltd (January 11, 2023), a private limited company established under the laws of Australia that acts as a holding company. |
| a.) | Barings Australia Structured Finance Pty Ltd (January 11, 2023), a private limited company established under the laws of Australia. |
| i. | Gryphon Capital Partners Pty Ltd (January 2, 2014), a proprietary limited company established under the laws of Australia. |
aa.) Gryphon Capital Management Pty Ltd (February 28, 2014), a proprietary limited company established under the laws of Australia.
-23-
bb.) Gryphon Capital Investments Pty Ltd (February 28, 2014), a proprietary limited company established under the laws of Australia.
| D. | MassMutual Private Wealth & Trust, FSB (January 12, 2000), a federally chartered stock savings bank which performs trust services. |
| E. | MML Private Placement Investment Company I, LLC (May 15, 2007), a Delaware limited liability. |
| F. | MML Private Equity Fund Investor LLC (December 6, 2006), a Delaware limited liability company that acts as a blocker entity for MassMutual and holds private equity fund investments. |
| G. | MM Private Equity Intercontinental LLC (September 24, 2013), a Delaware limited liability company that invests in certain private equity funds. |
| H. | MSP-SC, LLC (August 4, 2009), a Delaware limited liability company formed to take title to a property that was acquired by foreclosure. |
| I. | MassMutual External Benefits Group LLC (September 23, 2010), a Delaware limited liability company created to satisfy a professional employer organization’s tax reporting needs. |
| J. | Jefferies Finance LLC (July 26, 2004), a Delaware limited liability company and commercial finance company registered with the SEC as an investment adviser that structures, underwrites and arranges senior secured loans to corporate borrowers and financial sponsors (MassMutual holds 50% voting ownership interest and Jefferies Financial Group Inc. holds 50% voting ownership interest). |
| 1. | Apex Credit Holdings LLC (formerly known as Apex Credit Partners LLC, October 20, 2014), a Delaware limited liability company which holds legacy CLO investments. |
| 2. | JFIN Co-Issuer Corporation (March 13, 2013), a Delaware corporation formed for the purpose of acting as a co-issuer of senior 8 unsecured notes and secured term loans of Jefferies Finance LLC. |
| 3. | Jefferies MM Lending LLC (October 14, 2011), a Delaware limited liability company formed for the purpose of investing in senior secured loans and entering into a warehouse financing through a credit facility with Wells Fargo Bank, N.A. |
-24-
| 4. | JFIN LC Fund LLC (February 1, 2016), a Delaware limited liability company formed for the purposes of holding cash collateral and entering into a standby letter of credit fronting facility with Wells Fargo Bank, N.A. |
| 5. | JFIN Revolver Holdings LLC (January 23, 2018), a Delaware limited liability company formed to hold revolving loan commitments. |
| 6. | JFIN Revolver Holdings II LLC (May 11, 2018), a Delaware limited liability company formed to hold revolving loan commitments. |
| 7. | JFIN GP Adviser LLC (May 11, 2018), a Delaware limited liability company formed to be an investment adviser and general partner. |
| 8. | JFIN Europe GP, S.à.r.l. (December 18, 2015), a Luxembourg private limited liability company formed as the general partner of Jefferies Finance Europe, SCSp. |
| a. | Jefferies Finance Europe, S.L.P. (July 20, 2020), an alternative investment fund formed as a professional specialized fund incorporated as a limited partnership governed by articles L.214-162-1 et seq. of the French Monetary and Financial Code, which was established to arrange and invest in European senior secured loans. |
| b. | Jefferies Finance Europe, SCSp (March 10, 2016), an alternative investment fund formed as a Luxembourg special limited partnership which was established to arrange and invest in European senior secured loans. |
| 9. | Jefferies Finance Business Credit LLC (August 7, 2013), a Delaware limited liability company that acts as a holding company for JFIN Business Credit Fund I LLC. |
| a. | JFIN Business Credit Fund I LLC (August 7, 2013), a Delaware limited liability company formed for the purpose of investing in asset based revolving loans and entering into warehouse financing through a credit facility with Wells Fargo Capital Finance. |
-25-
| 10. | JFIN Funding 2021 LLC (November 5, 2021), a Delaware limited liability company which holds certain loan assets in connection with a master participation. |
| 11. | Jefferies Private Credit BDC Inc. (January 14, 2020), a Maryland corporation that was formed for the purpose of investing in senior secured loans. |
| 12. | JCP Funding 2024 LLC (March 12, 2024), a Delaware limited liability company which was formed to hold loans that will be participated to an investor via a master participation agreement. This entity is wholly owned by Jefferies Finance LLC. |
| 13. | JSPCS MM LLC (July 8, 2024), a Delaware limited liability company formed to manage Jefferies Specialty Private Credit Solutions LLC, a venture intended to provide a financing solution for corporate and sponsor-backed borrowers in the middle market. This entity is wholly owned by Jefferies Finance LLC. |
| 14. | Jefferies Credit Partners LLC (formerly known as JFIN Asset Management LLC) (June 8, 2020), a Delaware limited which is a private credit lending platform and investment adviser registered with the SEC as a relying adviser. |
| a. | JDLF GP (Europe) S.à.r.l. (November 4, 2022), incorporated and existing under the laws of Luxembourg and was formed as a general partner of a newly formed Luxembourg RAIF. Jefferies Credit Partners LLC is the sole shareholder. |
| b. | Jefferies Credit Management Holdings LLC (December 8, 2022), a Delaware limited liability company that will be the holding company for a registered investment adviser to business development companies. |
| c. | Jefferies Direct Lending Europe SCSp SICAV-RAIF (December 9, 2022), incorporated and existing under the laws of Luxembourg and formed for the purpose of investing in senior secured loans. Jefferies Credit Partners LLC is the sole limited partner, but it is intended that limited partner interests will be acquired by third party investors. |
| d. | Jefferies Credit Management LLC (December 8, 2022), a Delaware limited liability company that will be a registered investment adviser to business development companies. |
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| 1.) | JCM GP I LLC (October 6, 2023), a Delaware limited liability company formed for the purpose of acting as the general partner for Saguaro Large Cap Select Fund LP. This entity is 100% owned by Jefferies Credit Management LLC. |
| 2.) | JCM H-2 Credit Fund GP LLC (May 15, 2024), a Delaware limited liability company formed for the purpose of acting as general partner of JCM H-2 Credit Fund GP LP, a Cayman Island company and the general partner of H-2 Credit Fund LP, a Canadian limited partnership. This entity is 100% owned by Jefferies Credit Management LLC. |
| e. | JCP GP I LLC (October 12, 2023), a Delaware limited liability company formed for the purpose of acting as the general partner for Cardinal Credit Fund. This entity is 100% owned by Jefferies Credit Partners LLC. |
| f. | JCP Direct Lending CLO 2022 LLC (November 1, 2021), a Delaware limited liability company formed for the purpose of securitizing senior secured middle market loans, and to be managed by Jefferies Credit Partners LLC. MassMutual and MassMutual Ascend Life Insurance Company are investors in the CLO notes, and collectively own 37.47% of the subordinated notes (equity). Jefferies Credit Partners LLC owns 9.9% of the subordinated notes. |
| g. | JDLF II GP LLC (January 7, 2022), a Delaware limited liability company formed as the holding company for Jefferies Direct Lending Fund II LP. Jefferies Credit Partners LLC is the managing member. |
| 1.) | JDLF II GP LP (January 7, 2022), a Delaware partnership formed as the general partner of Jefferies Direct Lending Fund LP. JFAM GP LLC is the general partner and Jefferies Credit Partners LLC is the limited partner. |
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| a.) | Jefferies Direct Lending Fund II C LP (January 7, 2022), a Delaware partnership formed for the purpose of investing alongside Jefferies Direct Lending Fund II LP in senior secured middle market loans, and to be managed by Jefferies Credit Partners LLC. JDLF II GP LP is the general partner and Jefferies Finance LLC is the limited partner. |
| i. | Jefferies DLF2 C Holdings LLC (March 28, 2022), a Delaware limited liability company created in connection with a fund leverage facility. |
| aa. | Jefferies Direct Lending Fund II C SPE LLC (March 28, 2022), a Delaware limited liability company created in connection with a fund leverage facility to be provided by MassMutual. |
| h. | JDLF III GP LLC (January 30, 2024), a Delaware limited liability company formed as the holding company for Jefferies Direct Lending Fund III LP. Jefferies Credit Partners LLC is the managing member. |
| 1.) | JDLF III GP LP (January 30, 2024), a Delaware partnership formed as the general partner of Jefferies Direct Lending Fund III LP. JDLF III GP LLC is the general partner and Jefferies Credit Partners LLC is the limited partner. |
| a.) | Jefferies Direct Lending Fund III C LP (January 30, 2024), a Delaware partnership formed for the purpose of investing alongside Jefferies Direct Lending Fund III LP in senior secured middle market loans, and to be managed by Jefferies Credit Partners LLC. JDLF III GP LP is the general partner and Jefferies Credit Partners LLC is the limited partner. |
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| i. | JFAM GP LLC (April 13, 2017), a Delaware limited liability company formed as the holding company for Jefferies Direct Lending Fund, LP. Jefferies Credit Partners LLC is the managing member. |
| 1.) | JFAM GP LP (April 13, 2017), a Delaware partnership formed as the general partner of Jefferies Direct Lending Fund, LP. JFAM GP LLC is the general partner, and Jefferies Credit Partners LLC is the limited partner. |
| a. | Jefferies Direct Lending Fund C LP (November 25, 2019), a Delaware partnership formed for the purpose of investing alongside Jefferies Direct Lending Fund LP in senior secured middle market loans, and to be managed by Jefferies Credit Partners LLC. JFAM GP LP is the general partner, and Jefferies Finance LLC is the limited partner. |
| i. | Jefferies DLF C Holdings LLC (February 11, 2020), a Delaware limited liability company created in connection with a fund leverage facility. |
| aa. | Jefferies Direct Lending Fund C SPE LLC (February 11, 2020), a Delaware limited liability company created in connection with a fund leverage facility. |
| j. | JCP Direct Lending CLO 2023-1 LLC (May 11, 2023), Delaware limited liability company formed for the purpose of securitizing senior secured middle market loans, and to be managed by Jefferies Credit Partners LLC. |
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| 1.) | JCP Direct Lending CLO 2023 Ltd. (May 23, 2023), a Jersey Channel Islands private limited company formed for the purpose of securitizing middle market loan assets. |
| k. | Jefferies M Super Private Credit Fund GP LLC (March 19, 2024), a Delaware limited liability company formed for the purpose of acting as the general partner for Jefferies M Super Private Credit Fund LP. This entity is 100% owned by Jefferies Credit Partners LLC. |
| l. | Jefferies Credit Partners Europe Limited (September 5, 2024), a private limited company formed in England and Wales, established to be an investment adviser in the UK regulated by the Financial Conduct Authority. This entity is 100% owned by Jefferies Credit Partners LLC. |
| 15. | Green SPE LLC (April 16, 2024), a Delaware limited liability company formed to join a Joint Venture with Great Elm Corporation in connection with the contribution of capital to an Apex warehouse. This entity will be wholly-owned by Jefferies Finance LLC. |
| a. | Apex Credit Partners LLC (formerly known as Apex Newco LLC) (July 15, 2021), a Delaware limited liability company which is an investment adviser to CLOs and is registered with the SEC as a relying adviser. |
| 1.) | Apex GP I LLC (December 21, 2023), a Delaware limited liability company formed as the general partner of Apex Securitized Income Fund LP. |
| a.) | Apex Securitized Income Fund LP (December 22, 2023), a Delaware limited partnership formed for the purpose of investing in CLOs and entering into warehouse financing arrangements. |
| 16. | Jefferies Senior Lending LLC (April 26, 2021), a Delaware limited liability company formed as a warehouse special purpose vehicle to invest in Large Cap loan assets. |
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| 17. | JFIN Revolver SPE1 2022 LLC (March 9, 2022), a Delaware limited liability company formed to hold revolving loan commitments. |
| 18. | JFIN Revolver SPE3 2022 LLC (August 31, 2022), a Delaware limited liability company formed to hold revolving loan commitments. |
| 19. | JFIN Revolver SPE4 2022 LLC (August 31, 2022), a Delaware limited liability company formed to hold revolving loan investments. |
| 20. | JFIN Revolver SPE4 2022 Ltd. (August 31, 2022), a Cayman Islands company formed to hold revolving loan investments. |
| 21. | JCP Private Loan Management GP LLC (March 16, 2023), a Delaware limited liability company formed for the purpose of acting as general partner for a fund established to hold the subordinated tranche of direct lending CLOs. |
| a. | JCP Private Loan Management LP (March 16, 2023), a Delaware limited partnership formed for the purpose of holding the subordinated tranche of direct lending CLOs. |
| 22. | JF CEI Holdings 1 LLC (December 20, 2024), a Delaware limited liability company formed to hold the equity of JF CEI Holdings 2 LLC. This entity is owned 100% by Jefferies Finance LLC. |
| a. | JF CEI Holdings 2 LLC CP (December 20, 2024), a Delaware limited liability company formed to hold the equity of Custom Ecology Holdco LLC. This entity is owned 100% by JF CEI Holdings 1 LLC. |
| K. | Berkshire Way LLC (June 14 2012), a Delaware limited liability company that was formed to invest in emerging market securities on behalf of MassMutual. |
| L. | MML Strategic Distributors, LLC (June 7, 2013), a Delaware limited liability company that is licensed to act as a broker-dealer. |
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| M. | MML Investment Advisers, LLC (September 24, 2013), a Delaware limited liability company which operates as a federally covered investment adviser. |
| N. | Pioneers Gate LLC (October 27, 2014), a Delaware limited liability company that was formed to invest in asset-backed securities on behalf of MassMutual. |
| O. | MML Special Situations Investor LLC (November 17, 2014), a Delaware limited liability company that holds a portion of the limited partner interest in a European investment fund. |
| P. | Timberland Forest Holding LLC (October 12, 2015), a Delaware limited liability company that acts as a holding company. MassMutual’s ownership is 37% and 63% is held by MassMutual Trad Private Equity LLC. |
| 1. | Lyme Adirondack Forest Company, LLC (April 4, 2006), a Delaware limited liability company that acts as a holding company. |
| a. | Lyme Adirondack Timber Sales, LLC (December 16, 2016), a Delaware company. (Note: Lyme Adirondack Timber Sales, Inc. merged with and into this company effective December 31, 2016.) |
| b. | Lyme Adirondack Timberlands I, LLC (August 16, 2006), a Delaware limited liability company that is a property owner. |
| c. | Lyme Adirondack Timberlands II, LLC (August 16, 2006), a Delaware limited liability company that is a property owner. |
| Q. | MassMutual International LLC (February 19, 1996), a Delaware limited liability company which operates as a holding company for certain international investments. |
| 1. | MassMutual Solutions LLC (June 20, 2019), a Delaware limited liability company that acts as a holding company. |
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| R. | Insurance Road LLC (May 3, 2017), a Delaware limited liability company that acts as a holding company for companies that hold intellectual property assets and invest in a portfolio of private equity assets. |
| 1. | MassMutual Intellectual Property LLC (May 3, 2017), a Delaware limited liability company that will hold certain intellectual property. |
| 2. | MassMutual Trad Private Equity LLC (May 3, 2017), a Delaware limited liability company that will hold and invest in a portfolio of private equity assets. |
| 3. | Trad Investments I LLC (September 11, 2018), a Delaware limited liability company that will hold and invest in a portfolio of private equity assets. |
| S. | MassMutual Mortgage Lending LLC (October 30, 2017), a Delaware limited liability company that will invest in commercial mortgage loans. |
| T. | MM Copper Hill Road LLC (October 5, 2017), a Delaware limited liability company that has been established to hold certain receivables and to engage in related financing activities. |
| U. | EM Opportunities LLC (January 16, 2018), a Delaware limited liability company formed to hold a portfolio of high yield, emerging market debt investments. |
| V. | MassMutual MCAM Insurance Company, Inc. (March 18, 2018), a Vermont captive insurance company that will sell insurance to MassMutual and its subsidiary companies. |
| W. | CML Global Capabilities (December 2, 2019), a Delaware limited liability company. |
| X. | MM Global Capabilities I LLC (December 2, 2019), a Delaware limited liability company that serves as a limited partner and holds ownership shares in MassMutual Global Business Services India LLP. |
| 1. | MassMutual Global Business Services India LLP (December 23, 2019), a limited partnership domiciled in the Republic of India that will provide information technology and information technology enabled services to MassMutual. (Owned 99.8% by MM Global Capabilities I LLC, 0.1% by MM Global Capabilities II LLC and 0.1% by MM Global Capabilities III LLC.) |
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| Y. | MM Global Capabilities II LLC (December 2, 2019), a Delaware limited liability company that serves as a limited partner and holds ownership shares in MassMutual Global Business Services India LLP. |
| 1. | MM Global Capabilities (Netherlands) B.V. (February 28, 2020), a company domiciled in the Netherlands that will hold ownership interests of MassMutual in India and Romania (MM Global Capabilities I LLC and MM Global Capabilities II LLC are the partners of this company). |
| a. | MassMutual Global Business Services Romania S.R.L. (March 31, 2020), a company domiciled in Romania that will provide computer programming, consultancy and related activities to MassMutual. |
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| Z. | MM Global Capabilities III LLC (December 3, 2019), a Delaware limited liability company that serves as a limited partner and holds ownership shares in MassMutual Global Business Services India LLP. |
| AA. | MM Investment Holding (September 21, 2020), a Cayman Islands company organized to provide holding company services and financial services for its affiliates. |
| 1. | MML Management Corporation (October 14, 1968), a Massachusetts corporation which formerly operated as a manager of properties owned by MassMutual. |
| a. | MassMutual International Holding MSC, Inc. (January 31, 2001), a Massachusetts corporation. |
| b. | MassMutual Holding MSC, Inc. (December 26, 1996), a Massachusetts corporation which operates as a holding company for MassMutual positions in investment entities organized outside of the United States. This subsidiary qualifies as a “Massachusetts Security Corporation” under Chapter 63 of the Massachusetts General Laws. |
| 2. | MassMutual Asset Finance LLC (formerly known as Winmark Equipment Finance, LLC) is an equipment financing company which provides collateralized lending, financing and leasing services nationwide (owned 99.61% by MM Investment Holding and .39% by C.M. Life Insurance Company. |
| a. | MMAF Equipment Finance LLC 2017-B (October 30, 2017), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| b. | MMAF Equipment Finance LLC 2019-A (February 20, 2019), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| c. | MMAF Equipment Finance LLC 2019-B (August 23, 2019), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
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| d. | MMAF Equipment Finance LLC 2020-A (May 27, 2020), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| e. | MMAF Equipment Finance LLC 2020-B (August 24, 2020), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| f. | MMAF Equipment Finance LLC 2021-A (April 12 2021), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| g. | MMAF Equipment Finance LLC 2022-A (February 24, 2022), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| h. | MMAF Equipment Finance LLC 2022-B (September 26, 2022), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| i. | MMAF Equipment Finance LLC 2023-A (June 14, 2023), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| j. | MMAF Equipment Finance LLC 2024-A (November 28, 2023), a Delaware limited liability company that holds a portfolio of rights in equipment loans, equipment leases, related equipment and related rights. |
| 3. | MMIH Bond Holdings LLC (November 28, 2022), a Delaware limited liability company. |
| BB. | MML CM LLC (November 10, 2020), a Delaware limited liability company that holds certain investments for MassMutual. |
| 1. | Blueprint Income LLC (May 4, 2016), a New York limited liability company that is an online annuity marketplace. |
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| 2. | Flourish Holding Company LLC (February 14, 2022), a Delaware limited liability company. |
| a. | Flourish Insurance Agency LLC (February 18, 2022), a Delaware limited liability company. |
| b. | Flourish Financial LLC (November 3, 2017), a Delaware limited liability company that is a fintech platform for registered investment advisers. |
| c. | Flourish Technologies LLC (May 11, 2021), a Delaware limited liability company. |
| d. | Flourish Digital Assets LLC (May 11, 2021), a Delaware limited liability company. |
| CC. | Glidepath Holdings Inc. (February 4, 2021), a Delaware corporation that acts act as a holding company. |
| 1. | MassMutual Ascend Life Insurance Company (December 29, 1961), an Ohio corporation that acts as a life and health insurance company. |
| a. | Annuity Investors Life Insurance Company (November 13, 1981), an Ohio corporation that acts as a life and health insurance company. |
| b. | AAG Insurance Agency, LLC (December 6, 1994), a Kentucky corporation that acts as an insurance agency. |
| c. | MM Ascend Life Investor Services, LLC (formerly, Great American Advisors, LLC) (December 10, 1993), an Ohio corporation that acts as a broker-dealer. |
| d. | MM Ascend Mortgage Lending LLC (March 17, 2023), a Delaware limited liability company formed to hold investments. |
| e. | MM Vine Street LLC (September 26, 2024), a Delaware limited liability company that will hold certain investments. |
| f. | Manhattan National Holding Corporation (August 27, 2008), an Ohio Corporation that acts as a holding company. |
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| 1.) | Manhattan National Life Insurance Company (May 21, 2014), an Ohio corporation that acts as a life and health insurance company. |
| DD. | ITPS Holding LLC (May 18, 2021, a Delaware limited liability company that acts act as a holding company. |
| 1. | HITPS LLC (May 24, 2021), a Delaware limited liability company that acts as a provider of cloud based insurance technology solutions. |
| EE. | MM/Barings Multifamily TEBS 2020 LLC (April 2, 2020) a Delaware limited liability company that engages in bond and mortgage loan securitization transactions. |
| FF. | MassMutual Ventures Europe/APAC I GP, LLC (September 28, 2022), a Delaware limited liability company formed to serve as a general partner. |
| 1. | MassMutual Ventures Europe/APAC I GP, L.P. (October 21, 2022), a Cayman Islands exempted limited partnership formed to serve as a general partner. |
| a. | MassMutual Ventures Europe/APAC I, L.P. (October 21, 2022), a Cayman Islands exempted limited partnership which will hold investments. |
| 1.) | MassMutual Ventures Southeast Asia III LLC (January 3, 2022), a Delaware limited liability company that holds investments. |
| a.) | MMV Digital I LLC (May 18, 2022)), a Cayman Islands company that holds cryptocurrency and crypto-token investments. |
| GG. | MassMutual Ventures US IV GP, LLC (September 28, 2022), a Delaware limited liability company formed to serve as a general partner. |
| 1. | MassMutual Ventures US IV, L.P. (September 28, 2022), a Delaware limited partnership which will hold investments. MassMutual Ventures US IV GP, LLC I is the General Partner and MassMutual is the Limited Partner. |
| a. | MassMutual Ventures US IV LLC (December 8, 2021), a Delaware limited liability company that will hold investments. |
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| HH. | MM Direct Private Investments Holding LLC (September 16, 2021), a Delaware limited liability company that acts act as a holding company. |
| 1. | MM Direct Private Investments UK Limited (September 27, 2021), a UK private limited company that holds investments. |
| II. | DPI-ACRES Capital LLC (September 16, 2022), a Delaware limited liability company that will hold commercial mortgage loans. |
| JJ. | MMV CTF I GP, LLC (January 30, 2023) a Delaware limited liability company that was formed to act as the general partner of MassMutual Ventures Climate Technology Fund I LP. |
| 1. | MassMutual Ventures Climate Technology Fund I LP (January 30, 2023) a Delaware fund that was formed to hold investments. |
| KK. | DPI-ARES Mortgage Lending LLC (July 5, 2023) a Delaware limited liability company that will hold commercial loans. |
| LL. | Counterpointe Sustainable Advisors LLC (April 4, 2023) a Delaware limited liability company that that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. MassMutual has a 75.76% ownership interest in this company. |
| 1. | CSA Incentive Holdco LLC (April 6, 2023), a Delaware limited liability company, is an entity owned by Counterpointe Sustainable Advisors LLC (“CSA”). Certain officers, employees and directors of CSA have incentive units in CSA Incentive Holdco LLC (which incentive units mirror the M Units (profits interest units) in CSA). CSA Incentive Holdco LLC is not an operating entity. |
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| 2. | CSA Intermediate Holdco LLC (April 4, 2023), a Delaware limited liability company that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. |
| a. | Counterpointe Trust Services LLC (October 14, 2020)), a Delaware limited liability company that provides various services to one or more titling trusts. |
| b. | CP PACE LLC (October 14, 2020), Delaware limited liability company that provides various services to one or more titling trusts. |
| 1.) | Counterpointe Titling Trust (November 6, 2020), a Delaware statutory trust which holds investments originated by Counterpointe Sustainable Advisors LLC, each held in a Special Unit of Beneficial Interest of the trust. |
| c. | Counterpointe Energy Solutions II LLC (April 6, 2023), a Delaware limited liability company that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. |
| 1.) | Counterpointe Energy Solutions (CA) II LLC (April 6, 2023), a Delaware limited liability company that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. |
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| 2.) | Counterpointe Energy Solutions (IL) LLC (July 16, 2018), a Delaware limited liability company whose primary purpose is the holding of 50% of the equity interests in Loop-Counterpointe PACE LLC. |
| a. | Loop-Counterpointe PACE LLC (July 16, 2018), a Delaware limited liability company whose primary purpose is to serve as the program administrator for the City of Chicago’s PACE (property assessed clean energy) program. |
| 3.) | Counterpointe Energy Solutions (FL) II LLC (October 2, 2023), a Delaware limited liability company whose primary purpose is to serve as a program administrator for the State of Florida’s PACE (property assessed clean energy) program. |
| d. | CSA Employee Services Company LLC (April 6, 2023), a Delaware limited liability company that employs various individuals in connection with its parent company’s (and such parent company’s subsidiaries) operations. |
| e. | Counterpointe Sustainable Real Estate II LLC (April 6, 2023), a Delaware limited liability company that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. |
| f. | Counterpointe Energy Services LLC (March 17, 2015), a Delaware limited liability company that will engage, directly or indirectly, through one or more subsidiaries, in the origination, acquisition and management of “green” financing products, including commercial property-assessed clean energy (C-PACE) financing, green mortgages, energy service agreements, power purchase agreements and other green financing approved products, and to provide services in connection therewith. |
| g. | Counterpointe Investment Management LLC (October 10, 2024), a Delaware limited liability company that was formed to provide investment management services. |
| MM. | Stillings Street LLC (September 25, 2024), a Delaware limited liability company that will hold certain investments. |
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| Item 30. | Indemnification |
Article VIII, Sections 1, 2, 3, 4 and 5 of the Trust’s Second Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference to Exhibit A(1) of the Trust’s Post-Effective Amendment No. 84 to the Registration Statement filed via EDGAR on March 2, 2012, provide as follows with respect to indemnification of the Trustees and officers of the Trust against liabilities which may be incurred by them in such capacities:
Second Amended and Restated Declaration of Trust
Section 1. Trustees, Officers, Etc. The Trust shall indemnify every person who is or has been a Trustee or officer (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred or paid by any Covered Person in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil, criminal, or other, including appeals, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding 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 such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel, in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article.
Section 2. Compromise Payment. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person is 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 his or her office, indemnification shall be provided if (a) approved, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person is not 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 his or her office (the disinterested Trustees to take final action on the consideration of such approval within 60 days of a request thereof by a Covered Person), or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry), to the effect that such indemnification would not protect such Covered Person against any liability to the Trust to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (which opinion the Trustees shall use reasonable diligence to obtain within 60 days of a request therefor by a Covered Person). Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction to have been 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 such Covered Person’s office.
Section 3. Rebuttable Presumption. For purposes of the determination or opinion referred to in clause (c) of Section 1 of this Article VIII or clauses (a) or (b) of Section 2 of this Article VIII, the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
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Section 4. Indemnification Not Exclusive. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such Covered Person may be entitled. As used in this Article VIII, the term “Covered Person” shall include such person’s heirs, executors and administrators and a “disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in Section 2(a)(19) of the 1940 Act (or who has been exempted from being an “interested person” by any rule, regulation or order of the Commission), and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.
Section 5. No Presumption. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Covered Person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Trust or that the person had reasonable cause to believe that the person’s conduct was lawful.
Trustees and officers of the Trust are also indemnified by MassMutual pursuant to its by-laws. No indemnification is provided with respect to any liability to any entity which is registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office.
MassMutual’s directors’ and officers’ liability insurance program, which covers the Trust’s Trustees and officers, consists of two distinct coverages. The first coverage reimburses MassMutual, subject to specified limitations, for amounts which MassMutual is legally obligated to pay out under its indemnification by-law, discussed above. The second coverage directly protects a Trustee or officer of the Trust against liability from shareholder derivative and similar lawsuits which are not indemnifiable under the law. There are, however, specific acts giving rise to liability which are excluded from this coverage. For example, no Trustee or officer is insured against personal liability for libel or slander, acts of deliberate dishonesty, fines or penalties, illegal personal profit or advantage at the expense of the Trust or its shareholders, violation of employee benefit plans, regulatory statutes, and similar acts which would traditionally run contrary to public policy and hence reimbursement by insurance.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
| Item 31: | Business and Other Connections of the Investment Adviser |
| a. | The Investment Adviser |
MML Advisers is the investment adviser for the Trust. MML Advisers is responsible for providing all necessary investment management and administrative services to the Trust. MML Advisers, a Delaware limited liability company, was formed in 2013 and is a wholly-owned subsidiary of MassMutual. Founded in 1851, MassMutual is a mutual life insurance company that provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses.
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The directors and officers of MML Advisers, which is located at 1295 State Street, Springfield, Massachusetts 01111-0001, their positions with MML Advisers, and their other principal business affiliations and business experience for the past two years are as follows:
OLUDARE ADEDOKUN, Vice President (since 2024), Head of Manager Research (since 2022)
Head of Manager Research (since 2022), MassMutual; Vice President (since 2024), MassMutual Select Funds (open-end investment company); Vice President (since 2024), MassMutual Premier Funds (open-end investment company); Vice President (since 2024), MassMutual Advantage Funds (open-end investment company); Vice President (since 2024), MML Series Investment Fund (open-end investment company); Vice President (since 2024), MML Series Investment Fund II (open-end investment company).
PABLO CABRERA, Assistant Treasurer (since 2021)
Head of Cash Operations (since 2020), MassMutual; Assistant Treasurer (since 2021), MML Distributors, LLC; Assistant Treasurer (since 2021), C.M. Life Insurance Company; Assistant Treasurer (since 2021), MML Bay State Life Insurance Company; Assistant Treasurer (since 2021), Athens Fund Management LLC; Assistant Treasurer (since 2021), Berkshire Way LLC; Assistant Treasurer (since 2021), Blueprint Income LLC; Assistant Treasurer (since 2021), EM Opportunities LLC; Assistant Treasurer (since 2021), Fern Street LLC; Assistant Treasurer (since 2021), Glidepath Holdings Inc.; Assistant Treasurer (since 2021), HITPS LLC; Assistant Treasurer (since 2021), Insurance Road LLC; Assistant Treasurer (since 2021), ITPS Holding LLC; Assistant Treasurer (since 2021), MassMutual Capital Partners LLC; Assistant Treasurer (since 2021), MassMutual External Benefits Group LLC; Assistant Treasurer (since 2021), MassMutual Global Business Services India LLP; Assistant Treasurer (since 2021), MassMutual Global Business Services Romania S.R. L.; Assistant Treasurer (since 2021), MassMutual Holding LLC; Assistant Treasurer (since 2021), MassMutual Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual Intellectual Property LLC; Assistant Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual International LLC; Assistant Treasurer (since 2021), MassMutual Mortgage Lending LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds Subsidiary LLC; Assistant Treasurer (since 2021), MassMutual Ventures Holding LLC; Assistant Treasurer (since 2021), MassMutual Ventures Management LLC; Assistant Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Assistant Treasurer (since 2021), MassMutual Ventures UK LLC; Assistant Treasurer (since 2021), MassMutual Ventures US I LLC; Assistant Treasurer (since 2021), MassMutual Ventures US II LLC; Assistant Treasurer (since 2021), MassMutual Ventures US III LLC; Assistant Treasurer (since 2021), MM Asset Management Holding LLC; Assistant Treasurer (since 2021), MM Catalyst Fund LLC; Assistant Treasurer (since 2021), MM Cooper Hill Road; Assistant Treasurer (since 2021), MM Global Capabilities I LLC; Assistant Treasurer (since 2021), MM Global Capabilities II LLC; Assistant Treasurer (since 2021), MM Global Capabilities III LLC; Assistant Treasurer (since 2021), MM Global Capabilities (Netherlands) BV; Assistant Treasurer (since 2021), MM Private Equity Intercontinental LLC; Assistant Treasurer (since 2021), MM Rothesay Holdco US LLC; Assistant Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Assistant Treasurer (since 2021), Open Alternatives LLC; Assistant Treasurer (since 2021), Pioneers Gate LLC; Assistant Treasurer (since 2021), Sleeper Street LLC; Assistant Treasurer (since 2021), Trad Investments I LLC.
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BRIAN FINUCANE, Assistant Treasurer (since 2021)
Head of Debt Financing and Liquidity (since 2021), MassMutual; Assistant Treasurer (since 2021), C.M. Life Insurance Company; Assistant Treasurer (since 2021), MML Bay State Life Insurance Company; Assistant Treasurer (since 2021), Athens Fund Management LLC; Assistant Treasurer (since 2021), Berkshire Way LLC; Assistant Treasurer (since 2021), Blueprint Income LLC; Assistant Treasurer (since 2021), EM Opportunities LLC; Assistant Treasurer (since 2021), Fern Street LLC; Assistant Treasurer (since 2021), Glidepath Holdings Inc.; Assistant Treasurer (since 2021), HITPS LLC; Assistant Treasurer (since 2021), Insurance Road LLC; Assistant Treasurer (since 2021), ITPS Holding LLC; Assistant Treasurer (since 2021), MassMutual Capital Partners LLC; Assistant Treasurer (since 2021), MassMutual External Benefits Group LLC; Assistant Treasurer (since 2021), MassMutual Global Business Services India LLP; Assistant Treasurer (since 2021), MassMutual Global Business Services Romania S.R. L.; Assistant Treasurer (since 2021), MassMutual Holding LLC; Assistant Treasurer (since 2021), MassMutual Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual Intellectual Property LLC; Assistant Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Assistant Treasurer (since 2021), MassMutual International LLC; Assistant Treasurer (since 2021), MassMutual Mortgage Lending LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds LLC; Assistant Treasurer (since 2021), MassMutual Private Equity Funds Subsidiary LLC; Assistant Treasurer (since 2021), MassMutual Ventures Holding LLC; Assistant Treasurer (since 2021), MassMutual Ventures Management LLC; Assistant Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Assistant Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Assistant Treasurer (since 2021), MassMutual Ventures UK LLC; Assistant Treasurer (since 2021), MassMutual Ventures US I LLC; Assistant Treasurer (since 2021), MassMutual Ventures US II LLC; Assistant Treasurer (since 2021), MassMutual Ventures US III LLC; Assistant Treasurer (since 2021), MM Asset Management Holding LLC; Assistant Treasurer (since 2021), MM Catalyst Fund LLC; Assistant Treasurer (since 2021), MM Cooper Hill Road; Assistant Treasurer (since 2021), MM Global Capabilities I LLC; Assistant Treasurer (since 2021), MM Global Capabilities II LLC; Assistant Treasurer (since 2021), MM Global Capabilities III LLC; Assistant Treasurer (since 2021), MM Global Capabilities (Netherlands) BV; Assistant Treasurer (since 2021), MM Private Equity Intercontinental LLC; Assistant Treasurer (since 2021), MM Rothesay Holdco US LLC; Assistant Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Assistant Treasurer (since 2021), Open Alternatives LLC; Assistant Treasurer (since 2021), Pioneers Gate LLC; Assistant Treasurer (since 2021), Sleeper Street LLC; Assistant Treasurer (since 2021), Trad Investments I LLC.
ANDREW M. GOLDBERG, Secretary (since 2015)
Assistant Secretary (2013-2015), MML Advisers; Lead Counsel, Investment Adviser & Mutual Funds (since 2018), MassMutual; Vice President, Secretary, and Chief Legal Officer (since 2008), MassMutual Select Funds (open-end investment company); Vice President, Secretary (formerly known as “Clerk”), and Chief Legal Officer (since 2008), MassMutual Premier Funds (open-end investment company); Vice President, Secretary, and Chief Legal Officer (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President, Secretary, and Chief Legal Officer (since 2008), MML Series Investment Fund (open-end investment company); Vice President, Secretary (formerly known as “Clerk”), and Chief Legal Officer (since 2008), MML Series Investment Fund II (open-end investment company).
PAUL LAPIANA, Director (since 2023)
President (2021-2024), MML Advisers; Head of Brand, Product, and Affiliated Distribution (since 2023), Head of MassMutual U.S. Product (2019-2023), Head of Field Management (2016-2019), MassMutual; Trustee (since 2023), President (2021-2024), MassMutual Select Funds (open-end investment company); Trustee (since 2023), President (2021-2024), MassMutual Premier Funds (open-end investment company); Trustee (since 2023), President (2021-2024), MassMutual Advantage Funds (open-end investment company); Trustee (since 2023), President (2021-2024), MML Series Investment Fund (open-end investment company); Trustee (since 2023), President (2021-2024), MML Series Investment Fund II (open-end investment company).
JILL NAREAU ROBERT, Assistant Secretary (since 2015)
Lead Counsel, Investment Adviser & Mutual Funds (since 2018), MassMutual; Vice President and Assistant Secretary (since 2017), MassMutual Select Funds (open-end investment company); Vice President and Assistant Secretary (since 2017), MassMutual Premier Funds (open-end investment company); Vice President and Assistant Secretary (since 2021), MassMutual Advantage Funds (open-end investment company); Vice President and Assistant Secretary (since 2017), MML Series Investment Fund (open-end investment company); Vice President and Assistant Secretary (since 2017), MML Series Investment Fund II (open-end investment company).
JENNIFER REILLY, Director (since 2024)
Head of Strategic Finance Business Partners (since 2024), MassMutual; Chief Financial Officer - Technology & Digital (2022-2024), Honeywell.
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FRANK RISPOLI, Chief Financial Officer and Treasurer (since 2022)
Head of Wealth Management Finance (since 2022), MassMutual; Chief Financial Officer and Treasurer (since 2022), MML Investors Services, LLC; Chief Financial Officer and Treasurer (since 2022), MML Distributors, LLC; Chief Financial Officer and Treasurer (since 2022), MML Strategic Distributors, LLC; Chief Financial Officer (since 2022), MML Insurance Agency, LLC; Chief Financial Officer (since 2022), Flourish Financial, LLC; Chief Financial Officer and Comptroller (since 2022), MassMutual Trust Company.
PATRICE SABACH, Director (since 2025)
Head of Business & Regulatory/Legal Risk (since 2022), MassMutual; Director (since 2024), Flourish Holding Company LLC.; Director (since 2025), Blueprint Income LLC.
JULIETA SINISGALLI, Assistant Treasurer (since 2021)
Treasurer (since 2022), DPI-ACRES Capital LLC; Treasurer (since 2022), Flourish Holding Company LLC; Treasurer (since 2022), Flourish Insurance Agency LLC; Treasurer, Corporate-CFO Office (since 2021), MassMutual; Assistant Treasurer (since 2021), MML Distributors, LLC; VP and Treasurer (since 2021), C.M. Life Insurance Company; VP and Treasurer (since 2021), MML Bay State Life Insurance Company; Treasurer (since 2021), Athens Fund Management LLC; Treasurer (since 2021), Berkshire Way LLC; Treasurer (since 2021), Blueprint Income LLC; Treasurer (since 2021), EM Opportunities LLC; Treasurer (since 2021), Fern Street LLC; VP and Treasurer (since 2021), Glidepath Holdings Inc.; VP and Treasurer (since 2021), Haven Life Insurance Agency, LLC; Treasurer (since 2021), HITPS LLC; Treasurer (since 2021), Insurance Road LLC; Treasurer (since 2021), ITPS Holding LLC; Treasurer (since 2021), LifeScore Labs, LLC; VP (since 2021), MassMutual Ascend Life Insurance Company; Treasurer (since 2021), MassMutual Assignment Company; Treasurer (since 2021), MassMutual Capital Partners LLC; Treasurer (since 2021), MassMutual External Benefits Group LLC; Treasurer (since 2021), MassMutual Global Business Services India LLP; Treasurer (since 2021), MassMutual Global Business Services Romania S.R.L.; VP and Treasurer (since 2021), MassMutual Holding LLC; VP and Treasurer (since 2021), MassMutual Holding MSC, Inc.; VP and Treasurer (since 2021), MassMutual Intellectual Property LLC; VP and Treasurer (since 2021), MassMutual International Holding MSC, Inc.; Treasurer (since 2021), MassMutual International LLC; Treasurer (since 2021), MassMutual Mortgage Lending LLC; Treasurer (since 2021), MassMutual Trad Private Equity LLC; Treasurer (since 2021), MassMutual Ventures Holding LLC; Treasurer (since 2021), MassMutual Ventures Management LLC; Treasurer (since 2021), MassMutual Ventures SEA Management Private Limited; Treasurer (since 2021), MassMutual Ventures Southeast Asia I LLC; Treasurer (since 2021), MassMutual Ventures Southeast Asia II LLC; Treasurer (since 2022), MassMutual Ventures Southeast Asia III LLC; Treasurer (since 2021), MassMutual Ventures UK LLC; Treasurer (since 2021), MassMutual Ventures US I LLC; Treasurer (since 2021), MassMutual Ventures US II LLC; Treasurer (since 2021), MassMutual Ventures US III LLC; Treasurer (since 2021), MassMutual Ventures US IV LLC; Treasurer (since 2021), MM Asset Management Holding LLC; Treasurer (since 2021), MM Catalyst Fund LLC; Treasurer (since 2021), MM Copper Hill Road; Treasurer (since 2021), MM Direct Private Investments Holding LLC; Treasurer (since 2021), MM Direct Private Investments UK Limited; Treasurer (since 2021), MM Global Capabilities I LLC; Treasurer (since 2021), MM Global Capabilities II LLC; Treasurer (since 2021), MM Global Capabilities III LLC; Treasurer (since 2021), MM Global Capabilities (Netherlands) B.V.; VP and Treasurer (since 2021), MM Private Equity Intercontinental LLC; VP and Treasurer (since 2021), MM Rothesay Holdco US LLC; Treasurer (since 2021), MML CM LLC; Assistant Treasurer (since 2021), MML Management Corporation; Treasurer (since 2022), MMV Digital I LLC; VP and Treasurer (since 2021), Pioneers Gate LLC; VP and Treasurer (since 2021), Sleeper Street LLC; Treasurer (since 2021), Trad Investments I LLC.
DOUGLAS STEELE, President (since 2024)
Head of MassMutual Investments (2024), Vice President (2017-2024), Interim Head of MassMutual Investments (2023-2024), Head of Product Management (2021-2024), Head of Manager Research (2021), Head of Investment Management (2017-2021), MML Advisers; Head of MassMutual Investments (since 2024), Interim Head of MassMutual Investments (2023-2024), Head of Product Management (2021-2024), MassMutual; President (since 2024), Vice President (2016-2024), MassMutual Select Funds (open-end investment company); President (since 2024), Vice President (2016-2024), MassMutual Premier Funds (open-end investment company); President (since 2024), Vice President (2021-2024), MassMutual Advantage Funds (open-end investment company); President (since 2024),Vice President (2016-2024), MML Series Investment Fund (open-end investment company); President (since 2024),Vice President (2016-2024), MML Series Investment Fund II (open-end investment company).
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MEREDITH ULRICH, Vice President (since 2024), Product Manager (since 2018)
Product Manager (since 2018), MassMutual; Vice President (since 2024), Assistant Vice President (2021-2024), MassMutual Select Funds (open-end investment company); Vice President (since 2024), Assistant Vice President (2021-2024), MassMutual Premier Funds (open-end investment company); Vice President (since 2024), Assistant Vice President (2021-2024), MassMutual Advantage Funds (open-end investment company); Vice President (since 2024), Assistant Vice President (2021-2024), MML Series Investment Fund (open-end investment company); Vice President (since 2024), Assistant Vice President (2021-2024), MML Series Investment Fund II (open-end investment company).
PHILIP S. WELLMAN, Vice President and Chief Compliance Officer (since 2013)
Head of Mutual Funds & RIA Compliance (since 2018), MassMutual; Vice President and Chief Compliance Officer (since 2007), MassMutual Select Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MassMutual Premier Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2021), MassMutual Advantage Funds (open-end investment company);Vice President and Chief Compliance Officer (since 2007), MML Series Investment Fund (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MML Series Investment Fund II (open-end investment company).
| b. | The Investment Subadvisers |
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ALLIANCEBERNSTEIN L.P.
(“ALLIANCEBERNSTEIN”)
AllianceBernstein is located at 501 Commerce Street, Nashville, Tennessee 37203.
Information as to the directors and executive officers of AllianceBernstein set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56720), and amended through the date hereof, is incorporated by reference.
| Director/Officer | Position |
| Seth P. Bernstein | Director, President and Chief Executive Officer |
| Karl Sprules | Chief Operation Officer |
| Mark Manley | General Counsel |
| Jackie Marks | Chief Financial Officer |
| Onur Erzan | Head of Global Client Group and Head of Private Wealth |
| Cathy Spencer | Chief People Officer |
| Chris Hogbin | Global Head of Investments |
| Joan Lamm-Tennant | Chair of the Board |
| Jeffrey Hurd | Director |
| Daniel G. Kaye | Director |
| Nick Lane | Director |
| Das Narayandas | Director |
| Mark Pearson | Director |
| Charles Stonehill | Director |
| Tony Walthall | Director |
| Bruce Holley | Director |
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AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
(“ACIM”)
In addition to serving as a subadviser for the Registrant, ACIM provides portfolio management services for other investment companies as well as for other business and institutional clients. Business backgrounds of the directors and principal executive officers of the subadviser during the past two fiscal years are as follows:
Stephen Quance (Vice President) Served as Global Director of Factor Investing, Invesco Ltd, 9 Raffles Place, #18-01 Republic Plaza, Singapore 048619. 2018-2023
Anthony Arnerich (Vice President) Served as Co-Founder and Managing Director, 3x5 Partners, LLC, 2540 NE Martin Luther King Jr. Boulevard, Portland, Oregon 97212. 2011-2023
Joseph Biller (Vice President) Served as Managing Director, 3x5 Partners, LLC, 2540 NE Martin Luther King Jr. Boulevard, Portland, Oregon 97212. 2019-2023
Nicholas Walrod (Vice President) Served as Co-Founder and Managing Director, 3x5 Partners, LLC, 2540 NE Martin Luther King Jr. Boulevard, Portland, Oregon 97212. 2011-2023
Paul Norris (Vice President) Served as Managing Director and Head of Structured Products, Conning Asset Management, 250 Park Avenue, 15th Floor, New York, New York 10177. 2017-2023
Muting Ren (Vice President) Served as Senior Vice President, AllianceBernstein, 1345 Avenue of the Americas, New York, New York, 10105. 2017-2023
Stephen Bartolini (Vice President) Served as Portfolio Manager and Co-head of the Global Interest Rate and Currency strategy team, T. Rowe Price, 100 East Pratt Street, Baltimore, Maryland 21202. 2010-2024
Abe Riazati (Vice President) Served as Head of Investment Risk, American Equity Investment Life Insurance Company, 6000 Westown Parkway, West Des Moines, Iowa 50266. 2021-2024
The principal address for ACIM is 4500 Main Street, Kansas City, Missouri 64111.
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BARROW HANLEY GLOBAL INVESTORS
(“BARROW HANLEY”)
2200 ROSS AVENUE, 31ST FLOOR • DALLAS, TEXAS 75201 • 214-665-1900
Barrow Hanley Board of Manager Members
CORY L. MARTIN
Executive Director and Chief Executive Officer, Portfolio Manager
Mr. Martin joined Barrow Hanley in 1999. During his tenure at Barrow Hanley, he has been instrumental in the creation, development, and implementation of our Non-U.S. Value, Global Value, and Emerging Markets Equity strategies. In 2017, Mr. Martin was named Barrow Hanley’s Executive Director and in 2019 was named Chief Executive Officer and is responsible for the day-to-day management of the firm. He Chairs the Firm’s Board of Managers and leads the Executive Committee. Prior to joining Barrow Hanley, Mr. Martin served as a vice president at Templeton Investment Counsel, Inc. and and as an investment consultant at LCG Associates, Inc. Mr. Martin is a member of the CFA Society of Dallas-Fort Worth. He graduated from Baylor University.
PATRICIA BARRON, IACCP®
Executive Director, Chief Operating Officer, Head of Risk & Chief Diversity Officer
Ms. Barron joined Barrow Hanley in 2000. She has served as Chief Operating Officer since 2020 and is responsible for overseeing the Firm's business operations and is a member of the Firm's Board of Managers. As Chief Diversity Officer she is responsible for leading the firm's diversity, equity and inclusion programs and initiatives. Prior to her current role, she served as Chief Risk and Compliance Officer. Her career in the investment industry includes serving at Citigroup and Morgan Stanley. Ms. Barron earned a BS in Business Management from Western Governors University. She holds the Investment Adviser Certified Compliance Professional® (IACCP®) Certification, a Risk Management Specialist Certification, and has earned the CFA Institute Investment Foundations™ Certificate.
MARK GIAMBRONE
Executive Director, Head of U.S Equities, Portfolio Manager
Mr. Giambrone joined Barrow Hanley in 1999 and is a Portfolio Manager of the Firm's US strategies. He is a member of the Firm's Board of Managers and Executive Committee. Prior to joining Barrow Hanley, Mr. Giambrone served as a portfolio consultant at HOLT Value Associates. During his career, he has also served as a senior auditor/tax specialist for KPMG Peat Marwick and Ernst & Young Kenneth Leventhal. Mr. Giambrone graduated summa cum laude from Indiana University with a BS in Business and received an MBA from the University of Chicago.
Perpetual Limited Executive Members:
SIMONE ‘SAM’ MOSSE
Chief Risk & Sustainability Officer
Sam joined Perpetual as Chief Risk Officer in February 2019 and was appointed Chief Risk & Sustainability Officer in January 2023 following the acquisition of Pendal Group.
Sam is an accomplished risk professional with more than 25 years’ experience within the financial services sector including director roles at multiple Investment Management and Trustee companies. Prior to Perpetual, Sam was Acting Global Head of Enterprise Risk and Head of Risk and Compliance, Pan Asia at Janus Henderson Investors where she spent more than five years.
Sam also held senior risk and operational roles at Macquarie Group across 17 years, including Head of Compliance and Risk for Macquarie Funds Group, after starting her career as a Chartered Accountant at KPMG.
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ROB ADAMS
Chief Executive Officer & Chief Executive, Asset Management
Rob has been the Chief Executive Officer and Managing Director of Perpetual since September 2018. Rob is a proven financial services business leader with over 30 years’ experience locally and globally across funds management, financial advice and fiduciary services.
Before Perpetual, Rob was Head of Pan-Asia and a member of the Global Executive Committee of Janus Henderson where he had been for six years. Prior to that, he was Chief Executive of Challenger Funds Management, and was previously CEO of First State Investments UK.
He is Chairman of the Abbotsleigh Foundation.
ALLAN LO PROTO
Head of Business Management & Strategy, Americas
Allan has over 20 years’ experience in providing risk, assurance and advisory services to multinationals in the financial services sector across the funds management, banking, insurance, trustee and advice sectors, working within the Big 4 environment and with large international and ASX-listed organisations.
Allan joined Perpetual Limited’s Internal Audit function in February 2010 and was appointed Head of Internal Audit in May 2016. Allan held this role until being appointed Head of Risk in October 2019 and General Manager Risk and Business Partnering in July 2021. Since then, Allan has been seconded as General Manager of the Trillium AM Americas Growth Program and subsequently transitioned to the broader role of Head of Business management and Strategy, Americas.
Prior to his roles at Perpetual, Allan worked for ING and PricewaterhouseCoopers in Internal and External Audit.
CRAIG SQUIRES
Chief Operating Officer
Craig Squires joined Perpetual as Chief Technology Officer in March 2022. In September, Craig was seconded to the role of Deputy Chief Operating Officer, where he is currently leading the Operations and Technology (OAT) Team. In November 2023, he was appointed Chief Operating Officer.
Craig is an IT professional focused on the financial services industry with over 35 years’ experience gained in Australia, the US, Europe, and Japan. His experience spans IT development, support and information security of investment management, capital markets, superannuation and life insurance delivered via listed and unlisted financial products.
Prior to joining Perpetual, Craig held senior roles with a number of financial services organisations including Challenger, Barclays Global Investors, MLC, and Westpac.
As of March 18, 2024
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BLACKROCK INVESTMENT MANAGEMENT, LLC
(“BLACKROCK”)
The business address of BlackRock is 1 University Square, Princeton, New Jersey 08540.
Please note that BlackRock does not have a Board of Directors. The Officers of the company are as follows:
Officers
| 1. | Laurence Fink – Chief Executive Officer | |
| 2. | Robert Kapito – President | |
| 3. | Christopher J. Meade – General Counsel, Chief Legal Officer and Senior Managing Director | |
| 4. | Philippe Matsumoto – Treasurer and Managing Director | |
| 5. | Robert Goldstein – Chief Operating Officer and Senior Managing Director | |
| 6. | Gary Shedlin – Chief Financial Officer and Senior Managing Director | |
| 7. | Charles Park – Chief Compliance Officer | |
| 8. | R. Andrew Dickson III – Secretary |
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GATEWAY INVESTMENT ADVISERS, LLC
(“GATEWAY”)
SENIOR MANAGEMENT PROFESSIONAL STAFF
Gateway is located at 312 Walnut Street, 35th Floor, Cincinnati, Ohio 45202.
Michael T. Buckius, CFA®
Michael Buckius joined Gateway Investment Advisers, LLC in 1999 and is the firm’s President, Chief Investment Officer and a member of the Board of Managers. Mr. Buckius also serves as a co-portfolio manager for several mutual funds advised or sub-advised by the firm, in addition to the firm’s separate account strategies. As Chief Investment Officer, Mr. Buckius oversees the firm’s investment management and trading functions, as well as product development and servicing individual client relationships.
Prior to joining Gateway, Mr. Buckius was an equity derivative sales professional at Bear Stearns & Co. and Bankers Trust Company in New York where he specialized in the design and implementation of hedging and monetization strategies for corporations and high net-worth individuals. Previously, Mr. Buckius held a variety of option-related research and trading positions at Alex. Brown & Sons Inc. in Baltimore.
Mr. Buckius earned his BA and MBA in Finance from Loyola University Maryland and is a CFA® charterholder.
Theresa M. Bridge
Ms. Bridge joined the firm in 2022 and is the firm’s Chief Financial Officer. Ms. Bridge is responsible for managing client reporting, performance calculations, external audits and daily operational workflow.
Prior to joining Gateway, Ms. Bridge spent more than 21 years at Ultimus Fund Solutions, LLC in various management roles. In her latest role as Senior Vice President of Financial Administration, she provided oversight on all aspects of mutual fund administration, which included financial reporting, SEC reporting, expense budgeting and tax compliance and reporting. In her time at Ultimus, she also served as Vice President, Mutual Fund Controller, where she oversaw the daily operations of the mutual fund accounting department. Prior to Ultimus, Ms. Bridge spent six years working in positions of increasing responsibility for another servicing firm in their fund accounting area - first as a Fund Accounting Supervisor and then as a Fund Accounting Manager and finally as Vice President - Fund Accounting/Financial Reporting. Prior to that, she was employed by the public accounting firm of Arthur Andersen, LLP in the Cincinnati office, and was involved with investment company audits during her nearly two years with the firm.
She is a graduate of Miami University in Oxford, Ohio, a Certified Public Accountant and has worked in the financial services industry since 1994.
Tricia G. Tomich
Tricia G. Tomich joined Gateway Investment Advisers, LLC in September 2013 and is the firm’s General Counsel and Chief Compliance Officer.
She is responsible for implementing, administering and monitoring the firm’s compliance program and addressing all legal matters.
Before being elevated to General Counsel and Chief Compliance Officer in 2021, Ms. Tomich served Gateway as Assistant General Counsel and Compliance Officer. Prior to joining Gateway, she practiced in the area of commercial litigation where she represented clients in employment, corporate, and transactional disputes.
Ms. Tomich earned her Juris Doctor from the University of Cincinnati College of Law and her B.A. from Xavier University.
Maxwell J. Hopkins
Maxwell Hopkins joined Gateway in 2020 and is the firm's Chief Risk Officer, Counsel, and Compliance Officer.
Mr. Hopkins is responsible for the oversight and implementation of key risk initiatives for the firm related to its investment and operations activities. Mr. Hopkins also assists the Chief Compliance Officer and General Counsel with the creation, oversight, and implementation of the firm's compliance program, and with legal matters as they arise.
Prior to joining the firm, Mr. Hopkins served as an associate attorney with a small law firm dealing with business transactional and litigation matters. Prior to becoming an attorney, Mr. Hopkins worked at Fidelity Investments, where he held Series 7, 66, 9, and 10 licenses.
Mr. Hopkins earned his Juris Doctor, cum laude, from the Salmon P. Chase College of Law at Northern Kentucky University and his B.A. in economics from Ohio University.
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N. Craig Bickel
Mr. Bickel joined the Gateway in 1998 and is the firm’s Chief Information Officer, Vice President. Most recently serving as the firm’s Director of Information Technology.
He is responsible for security and oversight of Gateway’s information technology systems.
Prior to joining Gateway, Mr. Bickel managed systems development and support for GE Capital’s corporate credit card reporting software initiatives.
Mr. Bickel earned his A.A. from the University of Cincinnati.
Julie M. Schmuelling, CPA
Ms. Schmuelling joined the firm in 2014 and is the firm’s Chief Operating Officer, Vice President.
She is responsible for managing client reporting, performance calculations, external audits and daily operational workflow.
Before being elevated to Chief Operating Officer in 2022, Ms Schmuelling served as Gateway’s Chief Financial Officer. Prior to joining Gateway, Mrs. Schmuelling spent 11 years at Ultimus Fund Solutions, LLC in positions of increasing responsibility in the company’s Fund Accounting department where, as Vice President – Mutual Fund Controller, she oversaw the daily operations and financial reporting for over 25 mutual funds with $7 billion in net assets. Prior to Ultimus, Ms. Schmuelling was employed as a Senior Auditor at Arthur Andersen LLP.
She is a graduate of the University of Cincinnati, a Certified Public Accountant and has worked in the financial services industry since 1999.
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HARRIS ASSOCIATES L.P.
(“HALP”)
HALP is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The directors (other than Giunta, Setbon, and Ward) and executive officers of HALP have had as their sole business, profession, vocation, or employment during the past two years only their duties as executive officers/employees of HALP. Harris Associates Inc. (“HAI”) is the general partner of HALP and Harris Associates Securities L.P. (“HASLP”), a limited-purpose broker-dealer. HALP is affiliated with and a limited partner of HASLP. The business address of HALP is 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606.
Directors and Officers
Name, Address and Position(s) and Age at December 5, 2024 and Principal Occupation(s) during the Past Five Years.
DAVID G. HERRO. 64. Director, HAI, since 2003; Deputy Chairman since 2015 and Chief Investment Officer, International Equity, HAI and HALP, since 2003; Portfolio Manager, HALP, since 1992.
ANTHONY P. CONIARIS. 48. Director, HAI since 2015; Chairman, HAI and HALP since 2022; Co-Chairman, HAI and HALP 2016-2022; Portfolio Manager since 2013. Analyst, HALP, 2005-2019.
ZACHARY D. WEBER. 50. Chief Financial Officer and Treasurer, HAI, HALP and HASLP, since 2016.
Alexander E. Fitch. 36. Vice President, HAI and HALP, since 2024; Director of U.S. Research, HAI and HALP, since 2021; Analyst since 2013 and Portfolio Manager, HALP, since 2022.
JUSTIN D. HANCE. 40. Vice President and Director of International Research, HAI and HALP, since 2016; Portfolio Manager since 2016 and Analyst, HALP, since 2010.
M. COLIN HUDSON. 55, Vice President, HAI and HALP, since 2016. Portfolio Manager since 2013 and Analyst, HALP, since 2005.
ERIC LIU. 45. Vice President, HAI and HALP since 2019; Portfolio Manager since 2013 and Analyst, HALP, since 2009.
CHRISTOPHER W. KELLER. 59. President, HAI, HALP and HASLP, since 2021; Chief Operating Officer, HAI, HALP and HASLP, 2015-2020.
MICHAEL L. MANELLI. 45. Vice President, HAI and HALP, since 2014; Portfolio Manager since 2011 and Analyst, HALP, since 2005.
COLIN P. MCFARLAND. 61. Chief Compliance Officer, HALP 2005-2024; Chief Compliance Officer emeritus since 2024.
JODIE L. CROTTEAU. 52. Anti-Money Laundering Officer, HALP and HASLP since 2024; Chief Compliance Officer, HALP, since 2024.
MICHAEL J. PIETRAS. 58. Chief Compliance Officer, HASLP since 2024.
WILLIAM C. NYGREN. 66. Vice President and Chief Investment Officer, HAI and HALP since 2017; Portfolio Manager since 1996 and Analyst HALP, since 1983.
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RANA J. WRIGHT. 46. Director, HAI, since 2021; Chief Legal and Administrative Officer, HAI, HALP and HASLP, since 2023; General Counsel and Secretary, HAI, HALP and HASLP, 2018-2023; Vice President, HAI, HALP and HASLP, 2018-2020.
JOSEPH J. ALLESSIE. 59. General Counsel and Secretary, HAI, HALP, HASLP, since 2024.
DAVID L. GIUNTA. 59. Director, HAI since 2017; President and CEO, Natixis Investment Managers, LLC since 2017. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.
PHILIPPE SETBON. 60. Director, HAI since 2023; CEO, Natixis Investment Managers, LLC since 2023; CEO, Ostrum Asset Management, 2019-2023. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.
ERIC N. WARD. 54. Director, HAI since 2022; Executive Vice President and Global General Counsel, Natixis Investment Managers, LLC since 2022. Address: c/o Natixis Investment Managers, 888 Boylston Street, Boston, Massachusetts 02199.
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INVESCO ADVISERS, INC.
(“INVESCO ADVISERS”)
The following table provides information with respect to the principal executive officers and the directors of Invesco Advisers. The business address of the principal executive officers and each director is 1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309.
| Name | Position | |
| Tony Wong | Director, Chairman, Chief Executive Officer & President | |
| Laura Allison Dukes | Director | |
| Jeffrey H. Kupor | Director | |
| Terry Gibson Vacheron | Chief Financial Officer | |
| Todd F. Kuehl | Chief Compliance Officer | |
| Greg Ketron | Treasurer | |
| Mark W. Gregson | Chief Accounting Officer and Controller | |
| Crissie Wisdom | Anti-Money Laundering Compliance Officer |
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LOOMIS, SAYLES & COMPANY, L.P.
(“LOOMIS SAYLES”)
Loomis Sayles acts as subadviser to the MML Large Cap Growth Fund. The address of Loomis Sayles is One Financial Center, Boston, Massachusetts 02111. Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the last two fiscal years, December 31, 2023 and 2024.
| Name
and Position with Investment Adviser |
Name
and Principal Business Address of Other Company |
Connection with Other Company |
Pramila Agrawal Portfolio Manager, Head of Custom Income Strategies and Director |
None. | None. |
Kevin P. Charleston Chairman, Chief Executive Officer, President and Director
|
Loomis Sayles Funds I 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer |
Loomis Sayles Funds II 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Natixis Funds Trust I 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Natixis Funds Trust II 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Natixis Funds Trust IV 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Natixis ETF Trust 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Natixis ETF Trust II 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Gateway Trust 888 Boylston Street, Boston, MA 02199 |
Trustee | |
Loomis Sayles Distributors, Inc. One Financial Center, Boston, MA 02111 |
Director | |
Loomis Sayles Investments Limited 77 Coleman Street, 6th Floor, London, England EC2R 5BJ |
Representative of Loomis Sayles as a corporate Director | |
Loomis Sayles Trust Company, LLC One Financial Center, Boston, MA 02111 |
Manager and President |
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Loomis Sayles Investments Asia Pte. Ltd. 10 Collyer Quay #05-01/03, Ocean Financial Centre, Singapore 049315 |
Director | |
| Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111 (dissolved 12/20/22) | Director, Chairman and President (2020 - 2022) | |
Loomis Sayles (Netherlands) B.V. Stadsplateau 7, Utrecht, Netherlands 3521 AZ |
Managing Director | |
Loomis Sayles Capital Re, SAS 43 avenue Pierre Mendès -France 75013 Paris |
Chairman of the Supervisory Board (2022 – 2024) | |
NIM-os, LLC One Financial Center, Boston, MA 02111 |
Manager | |
Matthew J. Eagan Head of and Portfolio Manager, Full Discretion, and Director |
None. | None. |
Daniel J. Fuss Vice Chairman and Director |
None. | None. |
John R. Gidman Chief Operating Officer and Director |
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111 (dissolved 12/20/22) | Director and Chief Executive Officer (2020 - 2022) |
NIM-os Technologies, Inc. One Financial Center, Boston, MA 02111 |
Director | |
NIM-os, LLC One Financial Center, Boston, MA 02111 |
Manager | |
David L. Giunta Director |
Natixis Investment Managers, LLC 888 Boylston Street, Boston, MA 02199 |
President and Chief Executive Officer, US; Member of the Board of Managers |
Natixis Advisors, LLC 888 Boylston Street, Boston, MA 02199 |
President and Chief Executive Officer; Member of the Board of Managers | |
Natixis Distribution, LLC 888 Boylston Street, Boston, MA 02199 |
President and Chief Executive Officer; Member of the Board of Managers | |
AEW Capital Management, Inc. Two Seaport Lane, Boston, MA 02210 |
Director | |
Gateway Investment Advisers, LLC 312 Walnut Street, Cincinnati, OH 45202 |
Member of the Board of Managers | |
Harris Associates, Inc. 111 South Wacker Drive, Suite 4600, Chicago IL 60606 |
Director | |
Vaughan Nelson Investment Management, Inc. 600 Travis Street, Suite 3800 Houston, TX 77002 |
Director | |
Loomis Sayles Funds I 888 Boylston Street, Boston, MA 02199 |
Trustee and Executive Vice President |
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Loomis Sayles Funds II 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Natixis Funds Trust I 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Natixis Funds Trust II 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Natixis Funds Trust IV 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Natixis ETF Trust 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Natixis ETF Trust II 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
Gateway Trust 888 Boylston Street, Boston, MA 02199 |
Trustee, President and Chief Executive Officer | |
NIM-os, LLC One Financial Center, Boston, MA 02111 |
Manager | |
Aziz V. Hamzaogullari Chief Investment Officer, Growth Equity Strategies, Portfolio Manager and Director |
None. | None. |
Kinji Kato Director |
Natixis Investment Managers Japan Ark Hills South Tower 8F 4-5, Roppongi 1-chome, Minato-ku Tokyo 106-0032 Japan |
Honorary Chairman |
Maurice Leger Head of Global Distribution and Director |
Loomis Sayles Trust Company, LLC One Financial Center, Boston, MA 02111 |
Manager |
Loomis Sayles Distributors, L.P. One Financial Center, Boston, MA 02111 |
President | |
Loomis Sayles Capital Re, SAS 43 avenue Pierre Mendès -France 75013 Paris |
Supervisory Board Member (2022 – 2024) | |
Richard G. Raczkowski Co-Head and Portfolio Manager, Relative Return, and Director |
None. | None. |
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Rebecca O’Brien Radford General Counsel, Secretary and Director (1/1/23 to present); Deputy General Counsel (2021 to 2023) |
Loomis Sayles Distributors, Inc. One Financial Center, Boston, MA 02111 |
Director |
Loomis Sayles Investments Limited 77 Coleman Street, 6th Floor, London, England EC2R 5BJ |
General Counsel and Secretary | |
Loomis Sayles Trust Company, LLC One Financial Center, Boston, MA 02111 |
Manager and Secretary | |
| Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111 (dissolved 12/20/22) | Director and Secretary (2020 - 2022) | |
Loomis Sayles Capital Re, SAS 43 avenue Pierre Mendès -France 75013 Paris |
Supervisory Board Member (2022 – 2024) | |
NIM-os Technologies, Inc. One Financial Center, Boston, MA 02111 |
Director | |
NIM-os, LLC One Financial Center, Boston, MA 02111 |
Manager and General Counsel | |
Philippe Setbon Director |
Natixis Investment Managers 59, avenue Pierre Mendès-France, CS 41432, 75648 Paris cedex, France |
Chief Executive Officer (Directeur général) (2023 – present) |
Natixis 7 Promenade Germaine Sablon, 75013 Paris, France |
Member of Senior Management Committee (2023 – present) | |
Ostrum Asset management 42 avenue Pierre Mendès-France, 75013 Paris, France |
Chief Executive Officer (Directeur général) (2019 – 2023) | |
Natixis TradEx Solutions 59 avenue Pierre Mendès-France, 75013 Paris, France |
Director (2020 – 2024) | |
Harris Associates L.P. 111 South Wacker Drive, Suite 4600 Chicago, Illinois 60606 |
Director (2024 – present) | |
AEW Europe SA 43 avenue Pierre Mendès-France 75013 Paris, France
|
Chair of the Board of Directors (Président du conseil d'administration) (2024 – present) | |
DNCA Finance 19 place Vendôme 75001 Paris, France |
Chair of Supervisory Board (Président du comité de surveillance) (2024 – present) | |
AEW Capital Management, L.P. Two Seaport Lane, Boston Massachusetts 02210 |
Director (Jan. 2024 – present) | |
Susan L. Sieker Chief Financial Officer and Director |
Loomis Sayles Investments Limited 77 Coleman Street, 6th Floor, London, England EC2R 5BJ |
Chief Financial Officer |
Loomis Sayles Trust Company, LLC One Financial Center, Boston, MA 02111 |
Manager and Chief Financial Officer | |
Loomis Sayles Capital Re, SAS 43 avenue Pierre Mendès -France 75013 Paris |
Supervisory Board Member (2022 – 2024) | |
Loomis Sayles Investments Asia Pte. Ltd. 10 Collyer Quay #05-01/03, Ocean Financial Centre, Singapore 049315 |
Director | |
NIM-os Technologies, Inc. One Financial Center, Boston, MA 02111 |
Director | |
NIM-os, LLC One Financial Center, Boston, MA 02111 |
Manager and Chief Financial Officer | |
David L. Waldman Chief Investment Officer and Director |
Loomis Sayles Capital Re, SAS 43 avenue Pierre Mendès -France 75013 Paris |
Supervisory Board Member (2022 – 2024) |
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MASSACHUSETTS FINANCIAL SERVICES COMPANY
(“MFS”)
MFS
111 Huntington Avenue
Boston, Massachusetts 02199
| Name of each Director, Principal Executive Officer, or Partner of the Adviser | Any other Business, Profession, Vocation, or Employment of a Substantial Nature of the Adviser (and each director, officer, or partner of the adviser thereof) within the Last Two Fiscal Years | |
| Kevin D. Strain, Director | President and Chief Executive Officer of Sun Life Financial | |
| Timothy Deacon, Director | Executive Vice-President and Chief Financial Officer of Sun Life Financial | |
| Melissa J. Kennedy, Director | Executive Vice-President, Chief Legal Officer and Public Affairs of Sun Life Financial | |
| Michael W. Roberge, Director, Chairman of the Board, Chairman, and Chief Executive Officer | Trustee of various funds within the MFS U.S. Funds complex (the “MFS Funds”)* | |
| Edward M. Maloney, Executive Vice President and Chief Investment Officer | N/A* | |
| Carol W. Geremia, Director, President, and Head of Global Distribution | N/A* | |
| Jonathan N. Aliber, Executive Vice President of Investment Operations and Enterprise Data | N/A* | |
| Jey J. Amalraj, Executive Vice President and Chief Technology Officer | N/A* | |
| Amrit Kanwal, Director, Executive Vice President and Chief Financial Officer | N/A* | |
| Mark A. Leary, Executive Vice President and Senior Advisor | N/A* | |
| Anne Marie Bernard, Executive Vice President and Chief Human Resources Officer | N/A* | |
| Heidi W. Hardin, Executive Vice President, General Counsel, and Secretary | Secretary of the MFS Funds* | |
| Rosa Licea-Mailoux, Chief Compliance Officer | Chief Compliance Officer of the MFS Funds* | |
| Scott Chin, Treasurer | N/A* | |
| Michelle Thompson-Dolberry, Executive Vice President and Chief Diversity, Equity, and Inclusion Officer | Prior to January 2022, Head of Strategic I&D Partnerships, Culture Initiatives and Diversity Recruiting at American Express |
| * | Certain principal executive officers and directors of MFS serve as officers or directors of some or all of MFS’ corporate affiliates and certain officers of MFS serve as officers of some or all of the MFS funds and/or officers or directors of certain MFS investment products. Except as set forth above, each principal executive officer of MFS has been engaged during the past two fiscal years in no business profession, vocation, or employment of a substantial nature other than as an officer of MFS or certain of MFS’ corporate affiliates. |
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METROPOLITAN WEST ASSET MANAGEMENT, LLC
(“METWEST”)
MetWest is a subadviser for the MML Total Return Bond Fund. The principal business address of MetWest is 515 South Flower Street, Los Angeles, California 90071. MetWest is a registered investment adviser under the Investment Advisers Act of 1940, as amended.
Unless otherwise noted, the principal business address of each of the companies listed below is 515 South Flower Street, Los Angeles, California 90071.
| Name
and Position With Investment Adviser |
Name
and Principal Business Address of Other Company |
Connection
With Other Company |
| Marc Stern | The TCW Group, Inc. | Chairman |
| Chairman | TCW Investment Management Company LLC | Chairman |
| TCW Asset Management Company LLC | Chairman | |
| TCW LLC | Chairman | |
| Kathryn A. Koch | The TCW Group, Inc. | President & Chief Executive Officer |
| Chief Executive Officer | TCW Investment Management Company LLC | President & Chief Executive Officer |
| TCW Asset Management Company LLC | President & Chief Executive Officer | |
| TCW LLC | President & Chief Executive Officer | |
| Melissa Stolfi | The TCW Group, Inc. | Executive Vice President & Chief Operating Officer |
| Executive Vice President & | TCW Investment Management Company LLC | Executive Vice President & Global Chief Operating Officer |
| Global Chief Operating Officer | TCW Asset Management Company LLC | Executive Vice President & Global Chief Operating Officer |
| TCW LLC | Executive Vice President & Global Chief Operating Officer | |
| Richard Villa | The TCW Group, Inc. | Executive Vice President and Chief Financial Officer |
| Executive Vice President, | TCW Investment Management Company LLC | Executive Vice President, Chief Financial Officer & Assistant Secretary |
| Chief Financial Officer & | TCW Asset Management Company LLC | Executive Vice President, Chief Financial Officer & Assistant Secretary |
| Assistant Secretary | TCW LLC | Executive Vice President, Chief Financial Officer & Assistant Secretary |
| Drew J. Bowden | The TCW Group, Inc. | Executive Vice President, General Counsel & Secretary |
| Executive Vice President and | TCW Investment Management Company LLC | Executive Vice President, General Counsel & Secretary |
| General Counsel | TCW Asset Management Company LLC | Executive Vice President, General Counsel & Secretary |
| TCW LLC | Executive Vice President, General Counsel & Secretary | |
| Gladys Xiques | The TCW Group, Inc. | Group Managing Director and Global Chief Compliance Officer |
| Group Managing Director, | TCW Investment Management Company LLC | Group Managing Director, Global Chief Compliance Officer |
| Global Chief Compliance Officer | TCW Asset Management Company LLC | Group Managing Director, Global Chief Compliance Officer |
| TCW LLC | Group Managing Director, Global Chief Compliance Officer |
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NORTHERN TRUST INVESTMENTS, INC.
(“NTI”)
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT SUBADVISER
NTI, an indirect subsidiary of Northern Trust Corporation, serves as investment subadviser of the MML Equity Index Fund. NTI is located at 50 South LaSalle Street, Chicago, Illinois 60603. NTI is an Illinois State Banking Corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended. NTI primarily manages assets for institutional and individual separately managed accounts, investment companies, and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. Set forth below is a list of officers and directors of NTI, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years.
| Name and
Position with Investment Adviser (NTI) |
Name of Other Company | Position with Other Company |
Caron, Judy Assistant Trust Officer and Assistant Secretary |
Northern Trust Securities, Inc. | Assistant Secretary |
| Carroll,
Stephen, Elliott Senior Vice President, Chief Financial Officer, and Treasurer & Cashier |
None | None |
| Carberry,
Craig R. Senior Vice President, Chief Legal Officer, Senior Trust Officer and Secretary |
The Northern Trust Company 50 South Capital Advisors, LLC Northern Trust Securities, Inc. |
Deputy General Counsel and Senior Vice President Chief Legal Officer and Secretary Chief Legal Officer and Secretary |
| Chappell,
Darlene Vice President and Anti-Money Laundering Compliance Officer |
50 South Capital Advisors, LLC | AML Compliance Officer |
| Del
Real, Jose J. Assistant Secretary |
The Northern Trust Company | Assistant General Counsel and Senior Vice President |
Gamba, Daniel E. Director, Chairman, President and Chief Executive Officer |
||
| Hawkins,
Sheri B. Director and Executive Vice President |
None | None |
Kar, Paula Director, Global Head of Product and Senior Vice President |
None | None |
Joshi, Kaushal Chief Information Officer and Senior Vice President |
||
| Kumar,
Archana Director, Executive Vice President and Chief Operating Officer |
None | None |
Manioudakis, Angelo Director, Chief Investment Officer and Executive Vice President |
None | None |
| McInerney,
Joseph M. Senior Vice President and Chief Risk Officer |
None | None |
| O'Grady,
Michael G. Director, Chairman, President, and Chief Executive Officer |
Northern Trust Corporation | Chairman of the Board, Chief Executive Officer, President |
| Teufel,
Maya G. Senior Vice President and Chief Compliance Officer |
None | None |
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THOMPSON, SIEGEL & WALMSLEY LLC
(“TSW”)
TSW is located at 6641 West Broad Street, Suite 600, Richmond, Virginia 23230.
Executive Officers of TSW
Brett P. Hawkins, CFA
Chief Investment Officer
Portfolio Manager- Mid Cap Value, SMID Cap Value
Brett Hawkins is TSW’s Chief Investment Officer. He is a Co- Portfolio Manager for the TSW Mid Cap Value and TSW Large Cap Value strategies, and Portfolio Manager for the TSW SMID Cap Value strategy.
Prior to joining TSW in 2001, he was an Assistant Vice President of Equity Research with First Union Securities having previously worked at Arthur Andersen LLP as an Audit and Business Advisory Senior Associate. Brett is a graduate of the University of Richmond and received his MBA from the University of Virginia, Darden School. In addition, he holds the Chartered Financial Analyst® designation.
W. Winborne Boyles
Chief Compliance Officer
Winborne Boyles is the Chief Compliance Officer and is responsible for overseeing the firm’s compliance program. He is a member of the TSW Executive Committee.
Winborne began his career in the investment industry in 2010. Prior to joining TSW in 2018, he was a Senior Compliance Manager at Touchstone Investments. Previously, Winborne served in the Compliance Department at Fort Washington Investment Advisors, Inc. and as an attorney in private practice.
Winborne earned his undergraduate and law degrees from the University of North Carolina at Chapel Hill, and his MBA from the McDonough School of Business at Georgetown University. Winborne is currently registered with FINRA and holds a Series 7 and 24.
Joseph M. VanCaster, CPA
Chief Financial Officer
Joseph VanCaster is the CFO responsible for the firm’s financial control, reporting, and planning functions. He is the Chair of the TSW Executive Committee and a member of the TSW Board.
Prior to joining TSW in 2018, he was the Director of Accounting and Director of Internal Audit at Owens & Minor. Joseph also worked as an Audit Manager for KPMG and as the Assistant Controller for Bowlmor AMF. He serves as a member for the Richmond Little League Board. Joseph is a graduate of James Madison University and holds the Certified Public Accountant designation in the Commonwealth of Virginia.
Pieter E. Van Saun, CFA, CIPM
Chief Operating Officer
Pieter Van Saun is the Chief Operating Officer and oversees the daily activities of TSW operations including performance, reconciliation, marketing and client service quantitative support, portfolio management, and other key business processes. His prior roles at TSW include Order Implementation Manager and Manager of Research Operations, Assistant Portfolio Manager, and Research Associate.
Pieter joined TSW in 2000 after beginning his career in the investment industry in 1999 as a Registered Representative with H&R Block. He is a graduate of the University of Richmond, earned his MBA from Virginia Commonwealth University, and holds the Chartered Financial Analyst® and the Certificate in Investment Performance Measurement™ designations.
J. Shelton Horsley, IV, CFA
Senior Client Portfolio Manager
Shelton Horsley is a Senior Client Portfolio Manager. He is responsible for the firm’s institutional client service functions, client relationship management, and oversees distribution. He is a member of the TSW Executive Committee and TSW Board.
Shelton began his career in the investment industry in 1986. Prior to joining TSW in 1994, he worked as a Consultant for Bolton, Offutt Donovan, Inc. and for Aetna Life & Casualty as an Employee Benefits Representative. At TSW, he has been a research analyst and portfolio manager. Shelton is on the board of the Anna Julia Cooper Episcopal School and Church Schools in the Diocese of Virginia. He is a former President of the Board of Governors at William Byrd Community House and is a former member of the Board of Governors at St. Christopher’s School. He attended the University of Virginia where he earned his BA and MBA, and he holds the Chartered Financial Analyst® designation.
Bryan F. Durand
Co-Portfolio Manager/Research Analyst
Bryan Durand is a Co-Portfolio Manager for the TSW Large Cap Value strategy, and a dedicated Research Analyst for the TSW Mid Cap Value strategy and TSW SMID Cap Value strategy. He is a member of the TSW Executive Committee and TSW Board.
Bryan began his career in the investment industry in 2005. Prior to rejoining TSW in 2017, he was a Partner at Private Advisors, LLC focused on sourcing, underwriting and monitoring long/short equity investments. Bryan previously worked for MFC Global Investment Management as a Senior Research Analyst. He began his career with TSW as an Equity Research Analyst. Bryan earned his undergraduate degree from the College of the Holy Cross and his MBA from The Fuqua School of Business at Duke University. He holds the Chartered Financial Analyst® designation.
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T. ROWE PRICE ASSOCIATES, INC.
(“PRICE ASSOCIATES”)
T. Rowe Price Group, Inc. (T. Rowe Price Group), is a Maryland corporation formed in 2000 as a holding company for the T. Rowe Price affiliated companies. T. Rowe Price Group is an independent asset management firm that is committed to serving the needs of investors worldwide. T. Rowe Price Group owns 100% of the stock of T. Rowe Price Associates, Inc. and is the direct or indirect owner of multiple subsidiaries.
T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, was incorporated in Maryland in 1947. Price Associates serves as investment adviser to individual and institutional investors, including managing private counsel client accounts, serving as adviser and subadviser to U.S. and foreign registered investment companies, providing investment advice to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds, and serving as adviser to private investment funds. Price Associates is registered with the Commodity Futures Trading Commission (CFTC) as a commodity pool operator and commodity trading advisor, and with the U.S. Securities and Exchange Commission (SEC) as an investment adviser under the Investment Advisers Act of 1940, as amended.
T. Rowe Price Investment Management, Inc. (Price Investment Management), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 2020. Price Investment Management serves as adviser to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds, and provides investment management services to registered investment companies and other institutional investors. A Price Investment Adviser may delegate investment management responsibilities to Price Investment Management. Price Investment Management is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
T. Rowe Price International Ltd (Price International), a wholly owned subsidiary of Price Associates, was originally organized in 2000 as a United Kingdom limited company. Price International sponsors and serves as adviser and distributor to foreign collective investment schemes and is responsible for marketing and client servicing for Europe and the Middle East (EMEA) (ex-European Union (EU), Switzerland and European Economic Area (EEA)) clients. Price International serves as adviser to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds, and provides investment management services to registered investment companies and other institutional investors. Price International may delegate investment management responsibilities to Price Associates, T. Rowe Price Hong Kong Limited, T. Rowe Price Singapore Private Ltd., T. Rowe Price Australia Limited, and/or T. Rowe Price Japan, Inc. (each, including Price International, shall hereinafter referred to as a “Price Investment Adviser”), and a Price Investment Adviser may delegate investment management responsibilities to Price International. Price International is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended, and is also authorized and regulated by the United Kingdom Financial Conduct Authority and licensed by other global regulators.
T. Rowe Price Australia Limited (Price Australia), a wholly owned subsidiary of Price International, was organized as an Australian public company limited by shares in 2017 and holds an Australian Financial Services License issued by the ASIC (for wholesale and retail clients with financial product). Price Australia is responsible for marketing and client servicing of clients based in Australia and New Zealand. Price Australia serves as adviser to T. Rowe Price Trust Company, as trustee, of several Maryland-registered domestic common trust funds, and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Australia may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Australia. Price Australia is the investment manager of the T. Rowe Price Australian Unit Trusts and is also registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
T. Rowe Price Hong Kong Limited (Price Hong Kong), a wholly owned subsidiary of Price International, was organized as a Hong Kong limited company in 2010. Price Hong Kong is responsible for marketing and client servicing of clients based in Hong Kong and certain Asian countries. Price Hong Kong serves as adviser to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds, and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Hong Kong also serves as a sub-distributor of collective investment schemes domiciled in Luxembourg. Price Hong Kong may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Hong Kong. Price Hong Kong is licensed with the Securities and Futures Commission of Hong Kong and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
T. Rowe Price Japan, Inc. (Price Japan), a wholly owned subsidiary of Price International, was organized as a Japanese private company in 2017. Price Japan is responsible for marketing and client servicing of clients based in Japan. Price Japan serves as adviser to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Japan may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Japan. Price Japan is registered with the Japan Financial Services Agency as a Financial Instruments Business Operator with permission to conduct investment management and advisory businesses, and with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
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T. Rowe Price Singapore Private Ltd. (Price Singapore), a wholly owned subsidiary of Price International, was organized as a Singapore limited private company in 2010. Price Singapore is responsible for marketing and client servicing of clients based in Singapore and certain other Asian countries. Price Singapore serves as adviser to T. Rowe Price Trust Company, as trustee of several Maryland-registered domestic common trust funds, and serves as an adviser and subadviser to registered investment companies, institutional clients, and certain commingled products. Price Singapore also serves as a sub-distributor of collective investment schemes domiciled in Luxembourg. Price Singapore may delegate investment management responsibilities to a Price Investment Adviser, and a Price Investment Adviser may delegate investment management responsibilities to Price Singapore. Price Singapore holds a Capital Markets Service License in Fund Management with the Monetary Authority of Singapore and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
Directors of T. Rowe Price Group
Listed below are the directors and executive officers of T. Rowe Price Group who have other substantial businesses, professions, vocations, or employment aside from their association with Price Associates. The business address for each is 100 East Pratt Street, Baltimore, MD 21202.
Glenn R. August, Director of T. Rowe Price Group. Mr. August has been a director of T. Rowe Price Group, a vice president, and an employee since 2021. He is the founder and chief executive officer of Oak Hill Advisors, L.P. (OHA), an alternative investment firm specializing in performing and distressed credit investments, which was acquired by, and operates as a standalone business within, T. Rowe Price Group. Mr. August is a member of the Management Committee. Prior to founding OHA, and cofounding its predecessor investment firm in 1987, Mr. August worked at Morgan Stanley in New York and London. Mr. August earned a B.S. in industrial and labor relations from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. August is a member of the board of directors of Lucid Group, Inc., where he serves on the audit, nominating/corporate governance, and pricing committees, as well as a member of the board of directors for MultiPlan, Inc., where he serves on the nominating/corporate governance committee. He is a member of the board of trustees of Horace Mann School, where he co-chairs the investment committee and serves on the executive committee. He is a member of the board of trustees of The Mount Sinai Medical Center, where he serves on the finance, human capital management, and IT committees. He is a member of the board of directors of Partnership for New York City and the 92nd Street Y, where he co-chairs the governance committee. Mr. August is also a member of the Council on Foreign Relations and the Akbank International Advisory Board. Mr. August offers the T. Rowe Price Group Board insight into the alternative investment area of our business based on his role at OHA and his decades long success in growing the OHA platform.
Mark S. Bartlett, Director of T. Rowe Price Group. Mr. Bartlett has been an independent director of T. Rowe Price Group since 2013 and serves as chair of the Audit Committee and as a member on the Executive Compensation and Management Development Committee. He was a partner at Ernst & Young, serving as managing partner of the firm’s Baltimore office and senior client service partner for the mid-Atlantic region. Mr. Bartlett began his career at Ernst & Young in 1972 until 2012 and has extensive experience in financial services, as well as other industries. Mr. Bartlett earned a B.S. in accounting from West Virginia University and attended the Executive Program at the Kellogg School of Business at Northwestern University. He also earned the designation of certified public accountant. Mr. Bartlett is a member of the board of directors, chair of the audit committee, and a member of the compensation committee of WillScot Mobile Mini Holdings Corp. He is also a member of the board of directors and the audit committees of FTI Consulting, Inc., and Zurn Water Solutions Corp., and also serves as Zurn Water Solutions Corp.’s lead independent director. Mr. Bartlett offers the T. Rowe Price Group Board additional perspective on mergers and acquisitions, significant accounting and financial reporting experience as well as expertise in the accounting-related rules and regulations of the SEC from his experience as a partner of a multinational audit firm. He has extensive finance knowledge, with a broad range of experience in financing alternatives, including the sale of securities, debt offerings, and syndications.
William P. Donnelly, Director of T. Rowe Price Group. Mr. Donnelly has been an independent director of T. Rowe Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Mr. Donnelly was the executive vice president responsible for finance, investor relations, supply chain and information technology of Mettler-Toledo International Inc. from 2014 until his retirement in 2018. From 1997 to 2002 and from 2004 to 2014, Mr. Donnelly served as Mettler-Toledo’s chief financial officer. From 2002 to 2004, he served as division head of Mettler-Toledo’s product inspection and certain lab businesses. From 1993 to 1997, Mr. Donnelly served in various senior financial roles, including chief financial officer, of Elsag Bailey Process Automation, NV and prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly received a B.S. in business administration from John Carroll University. Mr. Donnelly serves on the board of directors of Ingersoll Rand, Inc., where he serves as the lead independent director, the chair of the nominating and corporate governance committee and a member of the audit committee, and on the board of directors of Quanterix Corporation. Mr. Donnelly brings to the T. Rowe Price Group Board substantial expertise with respect to the corporate finance, operations, information technology, and mergers and acquisitions gained throughout his career as executive vice president and chief financial officer of a public company.
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Dina Dublon, Director of T. Rowe Price Group. Ms. Dublon has been an independent director of T. Rowe Price Group since 2019 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. She was the executive vice president and chief financial officer of JPMorgan Chase & Co., a financial services company, from 1998 to 2004. Ms. Dublon previously held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the financial institutions’ division, and head of asset liability management. Ms. Dublon earned a B.A. in economics and mathematics from Hebrew University of Jerusalem and an M.S. from Carnegie Mellon University. Ms. Dublon has been a member of the board of directors of PepsiCo, Inc., since 2005, where she serves as a member of the sustainability, diversity, and public policy committee and the compensation committee. She previously served as chair of the audit committee and the sustainability and public policy committees. She serves as a member of the independent audit quality committee of Ernst & Young USA, since 2020, and is chair of the board of advisors of Columbia University’s Mailman School of Public Health. She also serves on the boards of the Hastings Center and Westchester Land Trust. From 2020 to 2023, she served as a member on the board of directors of Motive Capital Corp. I and II, as chair of the audit committees and as a member of the compensation and nominations and governance committees. From 2002 to 2017, Ms. Dublon served as a director of Accenture PLC; from 2013 to 2018, as a director of Deutsche Bank AG; from 2005 to 2014, as a director of Microsoft Corporation; and from 1999 to 2002, as a director of Hartford Financial Services Group, Inc. She previously served on the faculty of Harvard Business School and on the boards of several non-profit organizations, including the Women’s Refugee Commission and Global Fund for Women. Ms. Dublon brings to the T. Rowe Price Group Board significant governance experience from serving on the boards of global companies, accounting and financial reporting experience, as well as substantial expertise with respect to the financials sector, mergers and acquisitions, global markets, public policy, and corporate finance gained throughout her career in the financial services industry, particularly her role as executive vice president and chief financial officer of a major financial institution.
Freeman A. Hrabowski, III, Director of T. Rowe Price Group. Dr. Hrabowski has been an independent director of T. Rowe Price Group since 2013 and serves as chair of the Nominating and Corporate Governance Committee and as a member on the Executive Compensation and Management Development Committee. He is the former president of the University of Maryland, Baltimore County, a position he held from 1992 to 2022. His research and publications focus on science and math education, with special emphasis on minority participation and performance. Dr. Hrabowski is also a leading advocate for broadening participation in higher education. He serves as a consultant to the National Science Foundation, the National Institutes of Health, the National Academies, and universities and school systems nationally. Dr. Hrabowski earned a B.A. in mathematics from Hampton University and an M.A. in mathematics and a Ph.D. in higher education administration and statistics from the University of Illinois at Urbana-Champaign. Dr. Hrabowski is a member of the board of directors and a member of the corporate and governance committee of McCormick & Company, Inc. He also served on the board of Constellation Energy Group, Inc., until 2012. Dr. Hrabowski brings to the T. Rowe Price Group Board valuable strategic and management leadership experience from his role as president of UMBC, as well as his extensive knowledge and dedication to greater education and workforce development. He also contributes corporate governance oversight from his experience serving as a director on other public company boards.
Robert F. MacLellan, Director of T. Rowe Price Group. Mr. MacLellan has been an independent director of T. Rowe Price Group since 2010 and serves as chair of the Executive Compensation and Management Development Committee and as a member on the Audit Committee and Executive Committee. He is the nonexecutive chair of Northleaf Capital Partners, an independent global private markets fund manager and advisor. Mr. MacLellan served as chief investment officer of TD Bank Financial Group (TDBFG) from 2003 to 2009, where he was responsible for overseeing the management of investments for its Employee Pension Fund, The Toronto-Dominion Bank, TD Mutual Funds, and TD Capital Group. Earlier in his career, he was managing director of Lancaster Financial Holdings, a merchant banking group acquired by TDBFG in March 1995. Prior to that, Mr. MacLellan was vice president and director at McLeod Young Weir Limited (Scotia McLeod) and a member of the corporate finance department responsible for many corporate underwritings and financial advisory assignments. Mr. MacLellan earned a B.Com. from Carleton University and an M.B.A. from Harvard Business School. He also earned the designation of certified public accountant. Mr. MacLellan is the non-executive chair of the board of directors and a member of the technology committee of Magna International, Inc., a public company based in Aurora, Ontario. From 2012 to 2018, he was the chair of the board of Yellow Media, Inc., a public company based in Montreal. Mr. MacLellan brings substantial experience and perspective to the T. Rowe Price Group Board with respect to the financial services industry, particularly his expertise with respect to investment-related matters, including those relating to the mutual fund industry and the institutional management of investment funds, based on his tenure as chief investment officer of a major financial institution. He also brings an international perspective to the T. Rowe Price Group Board as well as significant accounting and financial reporting experience.
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Eileen P. Rominger, Director of T. Rowe Price Group. Ms. Rominger has been an independent director of T. Rowe Price Group since 2021 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. She was a senior advisor to CamberView Partners, LLC, a provider of investor-led advice for management and boards of public companies on shareholder engagement and corporate governance, from 2013 to 2018. Ms. Rominger also was the director of the Division of Investment Management at the U.S. Securities and Exchange Commission from 2011 to 2012 and was the global chief investment officer from 2008 to 2011 and a partner from 2004 to 2011 at Goldman Sachs Asset Management. She began her career in 1981 at Oppenheimer Capital, where she worked for 18 years as a securities analyst and then as an equity portfolio manager, serving as a managing director and a member of the executive committee. Ms. Rominger earned a B.A. in English from Fairfield University and an M.B.A. in finance from University of Pennsylvania, The Wharton School. Ms. Rominger served as a member of the board of directors of Swiss Re from 2018 to 2020 and served as a director on several of its subsidiaries until 2022. She previously served on the boards of directors of Permal Asset Management, Inc., a private company, from 2012 to 2013. Ms. Rominger brings a broad range of valuable leadership and investment management experience to the T. Rowe Price Group Board. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, economic, regulatory policy, and women’s issues.
Robert W. Sharps, Director of T. Rowe Price Group. Mr. Sharps has been a director of T. Rowe Price Group since 2021. He is the chief executive officer and president of T. Rowe Price Group, and chair of the company’s Executive, Management, and Management Compensation and Development Committees. Mr. Sharps has been with T. Rowe Price since 1997, beginning as an analyst specializing in financial services stocks, including banks, asset managers, and securities brokers, in the U.S. Equity Division. He was the lead portfolio manager of the Institutional Large-Cap Growth Equity Strategy from 2001 to 2016. In 2016, Mr. Sharps stepped down from portfolio management to assume an investment leadership position as co-head of Global Equity, at which time he joined the Management Committee. He was head of Investments and group chief investment officer from 2017 to 2021. In February 2021, Mr. Sharps became president of T. Rowe Price Group and then chief executive officer in January 2022. Prior to T. Rowe Price, he completed an internship as an equity research analyst at Wellington Management. Mr. Sharps also was employed by KPMG Peat Marwick as a senior management consultant, where he focused on corporate transactions, before leaving to pursue his M.B.A. in 1995. Rob earned a B.S., summa cum laude, in accounting from Towson University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School. He also has earned the Chartered Financial Analyst® designation. Mr. Sharps currently serves on the Board of the Baltimore Curriculum Project. He previously served on the St. Paul’s School Board of Trustees and was chair of the Investment Committee from July 2015 to June 2020. He also spent six years on Towson University’s College of Business and Economics Alumni Advisory Board. Mr. Sharps brings to the T. Rowe Price Group Board insight into the critical investment component of T. Rowe Price Group’s business based on the leadership roles he has held in the Equity Division of Price Associates and his 20-year career with the Company.
Cynthia Smith, Director of T. Rowe Price Group. Ms. Smith has been an independent director of T. Rowe Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Ms. Smith is the senior vice president for regional business and distribution development of MetLife, Inc. (MetLife), one of the world’s leading financial services companies, providing insurance, annuities, employee benefits, and asset management, since 2016, and has been with MetLife since 1993. Previously, Ms. Smith served as vice president of: the customer unit (Midwest) in MetLife’s group benefits national accounts organization; the group, voluntary & worksite sales regional market (Southeast region); MetLife’s executive benefits sales organization; group insurance underwriting; strategic planning for the institutional business organization; and institutional business service, operations, and underwriting. Additionally, she held a variety of roles in MetLife’s finance organization, including chief financial officer of sales and service and the institutional financial planning officer. Ms. Smith earned a B.A. in accounting from Aurora University and an M.B.A. with a concentration in information technology from Benedictine University. She is a certified management accountant and a graduate of the executive management program at Smith College. Ms. Smith is a member of the boards of directors for Versant Health, a wholly owned subsidiary of MetLife, and MetLife Legal Plans, Inc., which is also owned by MetLife. Ms. Smith brings to the T. Rowe Price Group Board a broad range of valuable financial management and investment management experience, along with a deep understanding of how investment products are distributed to clients. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, client experience and women’s issues.
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Robert J. Stevens, Director of T. Rowe Price Group. Mr. Stevens has been an independent director of T. Rowe Price Group since 2019 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. He was the chairman, president, and chief executive officer of Lockheed Martin Corporation, an American aerospace, defense, arms, security, and advanced technologies company, from 2005 to 2012, and served as executive chairman in 2013. He also served as Lockheed Martin’s chief executive officer from August 2004 through 2012. Previously, Mr. Stevens held a variety of increasingly responsible executive positions with Lockheed Martin, including president and chief operating officer, chief financial officer, and head of strategic planning. Mr. Stevens earned a B.A. in psychology from Slippery Rock University of Pennsylvania, an M.S. in industrial engineering and management from the New York University Tandon School of Engineering, and an M.S. in business from Columbia University. Mr. Stevens serves on the advisory board of the Marine Corps Scholarship Foundation and is a member of the Council on Foreign Relations. From 2002 to 2018, he was the lead independent director of Monsanto Corporation, where he also served as the chair of the nominating and corporate governance committee and a member of the audit committee. Mr. Stevens served as a director of United States Steel Corporation from 2015 to 2018, where he was on the corporate governance and public policy committee and the compensation and organization committee. Mr. Stevens brings to the T. Rowe Price Group Board significant executive management experience. He also adds additional perspective to the T. Rowe Price Group Board regarding financial matters, mergers and acquisitions, strategic leadership, and international operational experience based on his tenure as chief executive officer of a publicly traded, multinational corporation.
William Stromberg, Director of T. Rowe Price Group. Mr. Stromberg has been a director of T. Rowe Price Group since 2016 and currently serves as the non-executive chair of the Board and as a member of the Executive Committee. He served as the chief executive officer of T. Rowe Price Group from 2016 to 2021 and was its president from 2016 to February 2021. Prior to that, Mr. Stromberg was the Head of Equity from 2009 to 2015 and the head of U.S. Equity from 2006 to 2009. He also served as a director of Equity Research (1996 to 2006), as a portfolio manager of the Capital Opportunity Fund (2000 to 2007) and the Dividend Growth Fund (1992 to 2000), and as an equity investment analyst (1987 to 1992). Prior to joining the firm in 1987, he was employed by Westinghouse Defense as a systems engineer. Mr. Stromberg earned a B.A. in engineering from Johns Hopkins University and an M.B.A. from the Tuck School of Business at Dartmouth. Mr. Stromberg also has earned the Chartered Financial Analyst® designation. Mr. Stromberg is a member of the board of directors, chair of the talent, culture and compensation committee, and a member of the audit committee of GE HealthCare Technologies, Inc. He also serves on the Johns Hopkins University board of trustees and is the chair of the investment committee, and is chair of the Hopkins Whiting School of Engineering advisory council. Mr. Stromberg serves as a member of the board of the Greater Baltimore Committee (2018 to present) and the Greater Washington Partnership (2017 to Present). Mr. Stromberg previously served nine years on the Catholic Charities board of trustees, with two years as board president. Mr. Stromberg brings to the T. Rowe Price Group Board insight into the critical investment component of T. Rowe Price Group’s business based on the leadership roles he has held in the Equity division of T. Rowe Price Group and his 34-year career with the Company.
Sandra S. Wijnberg, Director of T. Rowe Price Group, Inc. Ms. Wijnberg has been an independent director of T. Rowe Price Group since 2016 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. She was an executive advisor of Aquiline Holdings LLC, a registered investment advisory firm from 2015 to early 2019, where she previously served as a partner and chief administrative officer from 2007 to 2014. Previously, Ms. Wijnberg served as the senior vice president and chief financial officer of Marsh & McLennan Companies, Inc., and was treasurer and interim chief financial officer of YUM! Brands, Inc. Prior to that, she held financial positions with PepsiCo, Inc., and worked in investment banking at Morgan Stanley. In addition, from 2014 through 2015, Ms. Wijnberg was deputy head of mission for the Office of the Quartet, a development project under the auspices of the United Nations. Ms. Wijnberg earned a B.A. in English literature from the University of California, Los Angeles, and an M.B.A. from the University of Southern California’s Marshall School of Business, for which she is a member of the board of leaders. Ms. Wijnberg is a member of the board of directors, chair of the audit committee, and a member of the nominating and corporate governance committee of Automatic Data Processing, Inc. She is a member of the board of directors, chair of the audit committee, and a member of the finance committee of Cognizant Technology Solutions Corp. She is a member of the board of directors, the lead director, the chair of the audit committee, and a member of the nominating and corporate governance committee of Hippo Holdings Inc. From 2003 to 2016, Ms. Wijnberg served on the board of directors of Tyco International, PLC, and from 2007 to 2009, she served on the board of directors of TE Connectivity, Ltd. She is also a director of Seeds of Peace and is a trustee of the John Simon Guggenheim Memorial Foundation. Ms. Wijnberg brings to the T. Rowe Price Group Board a global perspective along with substantial financials sector, corporate finance, and management experience, based on her roles at Aquiline Capital Partners, Marsh & McLellan, and YUM! Brands, Inc.
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Alan D. Wilson, Director of T. Rowe Price Group. Mr. Wilson has been an independent director of T. Rowe Price Group since 2015 and serves as a member of the Executive Committee, the Executive Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee and is also the lead independent director of the Board. He was executive chair of McCormick & Company, Inc., a global leader in flavor, seasonings, and spices, and held many executive management roles, including chair, president, and chief executive officer from 2008 to 2016. Mr. Wilson earned a B.S. in communications from the University of Tennessee. He attended school on a R.O.T.C. scholarship and, following college, served as a U.S. Army captain, with tours in the United States, United Kingdom, and Germany. Mr. Wilson is the non-executive chair and a member of the board of directors of Westrock Company and is the chair of the executive committee and a member of the finance and nominating and corporate governance committees. He serves as vice chair for the University of Tennessee’s foundation, and as a member of the University of Tennessee’s Business School advisory board. Mr. Wilson brings to the T. Rowe Price Group Board significant executive management experience, having led a publicly traded, multinational company. He also adds additional perspective regarding matters relating to general management, strategic leadership, and financial matters.
The following are directors or executive officers of T. Rowe Price Group and/or the investment advisers to the Price Funds:
| Name | Company Name | Position Held With Company |
| Philippe Ayral | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Vice President | ||
| Emma Beal | T. Rowe Price Group | Vice President |
| Price International | Director | |
| Vice President | ||
| Assistant Secretary | ||
| Price Hong Kong | Vice President | |
| Price Singapore | Vice President | |
| Nicholas Beecroft | T. Rowe Price Group | Vice President |
| Price Australia | Director | |
| Vice President | ||
| Timothy Chamberlain | T. Rowe Price Group | Vice President |
| Price Associates | Vice President | |
| Price Australia | Director | |
| Vice President | ||
| Elsie Oi Sze Chan | T. Rowe Price Group | Vice President |
| Price International | Vice President | |
| Price Australia | Director | |
| Price Hong Kong | Director | |
| Vice President | ||
| Responsible Officer | ||
| Price Japan | Director | |
| Price Singapore | Director | |
| Riki Chao | T. Rowe Price Group | Vice President |
| Price Australia | Chief Compliance Officer | |
| Price Hong Kong | Chief Compliance Officer | |
| Vice President | ||
| Price Japan | Chief Compliance Officer | |
| Vice President | ||
| Price Singapore | Chief Compliance Officer | |
| Chit George Chow | T. Rowe Price Group | Vice President |
| Price Hong Kong | Director | |
| Vice President | ||
| Responsible Officer | ||
| Carolyn Hoi Che Chu | T. Rowe Price Group | Vice President |
| Price Hong Kong | Director | |
| Vice President | ||
| Jennifer B. Dardis | T. Rowe Price Group | Chief Financial Officer |
| Treasurer | ||
| Vice President | ||
| Price Associates | Director | |
| Vice President | ||
| Price Investment Management | Director | |
| Treasurer | ||
| Kuniaki Doi | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Vice President | ||
| Savonne L. Ferguson | Price Associates | Chief Compliance Officer |
| Vice President | ||
| Price Investment Management | Chief Compliance Officer | |
| Vice President |
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| Name | Company Name | Position Held With Company |
| Darren R. Hall | T. Rowe Price Group | Vice President |
| Price Australia | Director | |
| Chair of the Board | ||
| Vice President | ||
| Gavin Anton Hayes | T. Rowe Price Group | Vice President |
| Price Singapore | Director | |
| Vice President | ||
| Naoyuki Honda | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Chair of the Board | ||
| Company’s Representative | ||
| Vice President | ||
| Arif Husain | T. Rowe Price Group | Vice President |
| Price International | Director | |
| Vice President | ||
| Stephon Jackson | T. Rowe Price Group | Vice President |
| Price Investment Management | Director | |
| President | ||
| Kimberly Johnson | T. Rowe Price Group | Chief Operating Officer |
| Vice President | ||
| Price Associates | Vice President | |
| Louise Johnson | T. Rowe Price Group | Vice President |
| Price International | Chief Compliance Officer | |
| Vice President | ||
| Price Hong Kong | Vice President | |
| Price Singapore | Vice President | |
| Scott Eric Keller | T. Rowe Price Group | Vice President |
| Price International | Director | |
| Chair of the Board | ||
| Chief Executive Officer | ||
| President | ||
| Price Singapore | Vice President | |
| Glen Tien Soon Lee | T. Rowe Price Group | Vice President |
| Price Singapore | Director | |
| Chief Executive Officer | ||
| Vice President | ||
| Yasuo Miyajima | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Vice President | ||
| Sridhar Nishtala | T. Rowe Price Group | Vice President |
| Price International | Vice President | |
| Price Singapore | Director | |
| Chair of the Board | ||
| Vice President | ||
| David Oestreicher | T. Rowe Price Group | General Counsel |
| Vice President | ||
| Secretary | ||
| Price Associates | Director | |
| Vice President | ||
| Secretary | ||
| Price Investment Management | Director | |
| Secretary | ||
| Price International | Vice President | |
| Secretary | ||
| Price Australia | Vice President | |
| Price Hong Kong | Vice President | |
| Price Japan | Vice President | |
| Price Singapore | Vice President |
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| Name | Company Name | Position Held With Company |
| Robert W. Sharps | T. Rowe Price Group | Director |
| Chair of the Board | ||
| Chief Executive Officer | ||
| President | ||
| Price Associates | Director | |
| Chair of the Board | ||
| President | ||
| Price Investment Management | Director | |
| Chair of the Board | ||
| Wenting Shen | T. Rowe Price Group | Vice President |
| Price Singapore | Director | |
| Vice President | ||
| Kiyoko Takagi | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Vice President | ||
| Denise Thomas | T. Rowe Price Group | Vice President |
| Price International | Director | |
| Vice President | ||
| Justin Thomson | T. Rowe Price Group | Vice President |
| Price International | Director | |
| Vice President | ||
| Price Hong Kong | Director | |
| Christine Po Kwan To | T. Rowe Price Group | Vice President |
| Price Hong Kong | Director | |
| Vice President | ||
| Responsible Officer | ||
| Eric L. Veiel | T. Rowe Price Group | Vice President |
| Price Associates | Director | |
| Vice President | ||
| Hiroshi Watanabe | T. Rowe Price Group | Vice President |
| Price Japan | Director | |
| Vice President | ||
| Ernest C. Yeung | T. Rowe Price Group | Vice President |
| Price Hong Kong | Director | |
| Chair of the Board | ||
| Vice President | ||
| Responsible Officer |
Certain directors and officers of T. Rowe Price Group and Price Associates are also officers and/or directors of one or more of the Price Funds and/or one or more of the affiliated entities listed herein.
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WELLINGTON MANAGEMENT COMPANY LLP
(“WELLINGTON MANAGEMENT”)
The principal business address of Wellington Management is 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the last two fiscal years, no partner of Wellington Management, the Fund’s investment subadviser, has engaged in any other business, profession, vocation, or employment of a substantial nature other than that of the business of investment management.
The following persons are principal executive officers and control persons of Wellington Management:
PRINCIPAL EXECUTIVE OFFICERS
| Name | Title | |
| Jean M. Hynes | Chief Executive Officer, Wellington Management Company LLP | |
| Stephen Klar | President, Wellington Management Company LLP | |
| Gregory S. Konzal | Managing Director, Counsel and Head of Legal, Americas, Wellington Management Company LLP | |
| Erin K. Murphy | Senior Managing Director and Chief Financial Officer, Wellington Management Company LLP | |
| Ihsan K. Speede | Managing Director and Chief Compliance Officer, Wellington Management Company LLP |
CONTROL PERSONS
Wellington Investment Advisors Holdings LLP, Managing Partner of Wellington Management Company LLP
Wellington Group Holdings LLP, Managing Partner of Wellington Investment Advisors Holdings LLP
Wellington Management Group LLP, Managing Partner of Wellington Group Holdings LLP
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| Item 32: | Principal Underwriters |
(a) MML Distributors, LLC, whose principal office is 1295 State Street, Springfield, MA 01111-0001, serves as principal underwriter to MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II.
(b) The following are the names and positions of the officers and directors of MML Distributors, LLC:
Keith McDonagh, Member Representative
Douglas Steele, Chief Executive Officer and President, MML Distributors, LLC. Mr. Steele serves as President of the Registrant.
Frank Rispoli, Chief Financial Officer and Treasurer, MML Distributors, LLC.
Edward K. Duch, III,Vice President, Chief Legal Officer, and Secretary, MML Distributors, LLC.
James P. Puhala, Chief Compliance Officer, MML Distributors, LLC.
Kelly Pirrotta, AML Compliance Officer, MML Distributors, LLC.
Vincent Baggetta, Chief Risk Officer, MML Distributors, LLC.
Alyssa O’Connor, Assistant Secretary, MML Distributors, LLC.
Pablo Cabrera, Assistant Treasurer, MML Distributors, LLC.
Kevin Lacomb, Assistant Treasurer, MML Distributors, LLC.
Jeffrey Sajdak, Assistant Treasurer, MML Distributors, LLC.
Julieta Sinisgalli, Assistant Treasurer, MML Distributors, LLC.
Stephen Alibozek, Entity Contracting Officer, MML Distributors, LLC.
Mario Morton, Registration Manager and Continuing Education Officer, MML Distributors, LLC.
The business address for the officers and directors of MML Distributors, LLC is 1295 State Street, Springfield, MA 01111-0001.
(c) Not Applicable.
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| Item 33: | Location of Accounts and Records |
Each account, book, or other document required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 thereunder are maintained as follows:
(Declaration of Trust and Bylaws)
MML Series Investment Fund
1295 State Street
Springfield, Massachusetts 01111-0001
(With respect to its services as investment adviser and Administrator)
MML Investment Advisers, LLC
1295 State Street
Springfield, Massachusetts 01111-0001
(With respect to its services as subadviser)
AllianceBernstein L.P.
501 Commerce Street
Nashville, Tennessee 37203
(With respect to its services as subadviser)
American Century Investment Management, Inc.
4500 Main Street
Kansas City, Missouri 64111
(With respect to its services as subadviser)
Barrow, Hanley, Mewhinney & Strauss, LLC
2200 Ross Avenue
31st Floor
Dallas, Texas 75201
(With respect to its services as subadviser)
BlackRock Investment Management, LLC
1 University Square
Princeton, New Jersey 08540
(With respect to its services as subadviser)
Gateway Investment Advisers, LLC
312 Walnut Street, 35th Floor
Cincinnati, Ohio 45202
(With respect to its services as subadviser)
Harris Associates L.P.
111 S. Wacker Drive
Suite 4600
Chicago, Illinois 60606
(With respect to its services as subadviser)
Invesco Advisers, Inc.
1331 Spring Street NW, Suite 2500
Atlanta, Georgia 30309
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(With respect to its services as subadviser)
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(With respect to its services as subadviser)
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(With respect to its services as subadviser)
Metropolitan West Asset Management, LLC
515 South Flower Street
Los Angeles, California 90071
(With respect to its services as subadviser)
Northern Trust Investments, Inc.
50 South LaSalle Street
Chicago, Illinois 60603
(With respect to its services as subadviser)
Thompson, Siegel & Walmsley LLC
6641 West Broad Street, Suite 600
Richmond, Virginia 23230
(With respect to its services as subadviser)
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(With respect to its services as a sub-subadviser)
T. Rowe Price Investment Management, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(With respect to its services as subadviser)
Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210
(With respect to its services as Distributor)
MML Distributors, LLC
1295 State Street
Springfield, Massachusetts 01111-0001
(With respect to its services as Sub-Administrator and Transfer Agent)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001
(With respect to its services as Sub-Administrator and Custodian)
State Street Bank and Trust Company
1 Iron Street
Boston, Massachusetts 02210
(With respect to their services as counsel)
Ropes & Gray LLP
The Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
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| Item 34: | Management Services |
Not applicable.
| Item 35: | Undertakings |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 117 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Springfield and the Commonwealth of Massachusetts as of the 24th day of February, 2025.
| MML SERIES INVESTMENT FUND | ||
| By: | /s/ DOUGLAS STEELE | |
| Douglas
Steele President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 117 to the Registration Statement has been signed by the following persons in the capacities as indicated as of the 24th day of February, 2025.
Signature |
Title | |
/s/ DOUGLAS STEELE Douglas Steele |
President and Chief Executive Officer (Principal Executive Officer) | |
/s/ RENÉE HITCHCOCK Renée Hitchcock |
Chief Financial Officer and Treasurer (Principal Financial Officer) | |
* Susan B. Sweeney |
Chairperson and Trustee | |
* Nabil N. El-Hage |
Trustee | |
* Maria D. Furman |
Trustee | |
* Paul LaPiana |
Trustee | |
* R. Bradford Malt |
Trustee | |
* C. Ann Merrifield |
Trustee | |
* Clifford M. Noreen |
Trustee | |
* |
Trustee | |
| Cynthia R. Plouché | ||
| * | Trustee | |
| Jason J. Price |
| *By: | /s/ ANDREW M. GOLDBERG | |
|
Andrew M. Goldberg Attorney-in-Fact |
INDEX TO EXHIBITS