Correspondence 0001104659-25-036146 from MML Series Investment Fund II (CIK 0001317146)
MML Series Investment Fund II (CIK 0001317146)
Date: April 18, 2025 · CIK: 0001317146 · Accession: 0001104659-25-036146
AI Filing Summary & Sentiment
File numbers found in text: 333-122804, 811-21714
Letter
Securities and Exchange Commission 1933 Act File No. 333-122804 1940 Act File No. 811-21714 Comments received for PEA No. 56 filed on February 7, 2025
Re: MML Series Investment Fund II (the “Registrant”)
Dear Ms. Larkin:
On behalf of the Registrant, this letter sets forth our responses to your comments of March 27, 2025 regarding the above-mentioned amendment filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025 (the “Amendment”). Any term that is used, but not defined, in this letter retains the same meaning as used by the Registrant in the Amendment.
Prospectus Comments
1) Comment: For the MML Equity Fund, please explain what is meant by “more closely reflects the markets segments in which the Fund invests” in the following sentence contained in footnote 1 to the Fund’s Average Annual Total Returns chart: “The Fund continues to use the Russell 1000 Value Index as a supplemental benchmark that MML Advisers believes more closely reflects the market segments in which the Fund invests.”
Response: The highlighted sentence is intended to distinguish the Fund’s broad-based benchmark, which by definition is intended to reflect the overall equity markets and which includes market segments (sectors, industries, etc.) in which the Fund does not invest, from the more tailored secondary benchmark, Russell 1000 Value Index, which measures the performance of the large-cap value segment of the U.S. equity universe.
2) For the MML Invesco Discovery Large Cap Fund, please define the term “emerging markets,” as used in the following sentence from the Fund’s Principal Investment Strategies: “The Fund invests primarily in U.S. companies but may also purchase securities of issuers in any country, including developed countries and emerging markets.”
Response: We will update the above-referenced disclosure in the Fund’s Principal Investment Strategies as follows (new disclosure is underlined):
The Fund invests primarily in U.S. companies but may also purchase securities of issuers in any country, including developed countries and emerging markets (i.e., those that are generally in the early stages of their industrial cycle).
3) Comment: For the MML Invesco Discovery Large Cap Fund, please clarify why Small and Mid-Cap Company Risk is included as a principal risk of the Fund; if it is a principal risk, it should have a corresponding principal investment strategy.
Response: We believe the inclusion of “Small and Mid-Cap Company Risk” as a Principal Risk is appropriate because, although the Fund’s Principal Investment Strategies indicate that “[u]nder normal circumstances, the Fund invests directly or indirectly at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of large-cap companies,” the Fund may invest in companies in other market capitalization ranges.
4) Comment: For the MML Invesco Discovery Mid Cap Fund, please explain why small cap companies are included in the Fund’s Principal Risks (see “Small and Mid-Cap Company Risk”)? How do small cap companies factor into the Fund’s Principal Risks given that this is a mid cap fund?
Response: Our “Small and Mid-Cap Company Risk” is a standardized risk that includes disclosure regarding both small and mid-cap company risk. This disclosure is used across all of the funds in our fund complex that invest in either small or mid-cap companies.
SAI Comments
1) Global Comment: Please add a narrative explanation to the Funds’ fundamental concentration policy to reflect that the policy applies to any one industry “or group of industries.”
Response: We continue to respectfully decline to make this change. We have responded to this comment several times in the past with respect to other funds in our fund complex. We submit that the current formulation of the restriction is reasonable and appropriate, complies with applicable legal requirements, and is consistent with a common approach of registrants in meeting the requirement of Section 13(a)(3) of the Investment Company Act of 1940, as amended.
Very truly yours,
/s/Jill Nareau Robert
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CORRESP
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filename1.htm
April 18,
2025
Lisa N. Larkin
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
MML Series Investment Fund II (the “Registrant”)
1933 Act File No. 333-122804
1940 Act File No. 811-21714
Comments received for PEA No. 56 filed on February 7, 2025
Dear Ms. Larkin:
On behalf of the Registrant, this letter sets forth our responses to
your comments of March 27, 2025 regarding the above-mentioned amendment filed with the Securities and Exchange Commission (the “SEC”)
on February 7, 2025 (the “Amendment”). Any term that is used, but not defined, in this letter retains the same meaning
as used by the Registrant in the Amendment.
Prospectus
Comments
1) Comment: For the MML Equity Fund, please explain
what is meant by “more closely reflects the markets segments in which the Fund invests” in the following sentence contained
in footnote 1 to the Fund’s Average Annual Total Returns chart: “The Fund continues to use the Russell 1000 Value Index as
a supplemental benchmark that MML Advisers believes more closely reflects the market segments in which the Fund invests.”
Response: The highlighted sentence is intended to distinguish
the Fund’s broad-based benchmark, which by definition is intended to reflect the overall equity markets and which includes market
segments (sectors, industries, etc.) in which the Fund does not invest, from the more tailored secondary benchmark, Russell 1000
Value Index, which measures the performance of the large-cap value segment of the U.S. equity universe.
2) For the MML Invesco Discovery Large Cap Fund, please define the term “emerging markets,” as used in the following sentence
from the Fund’s Principal Investment Strategies: “The Fund invests primarily in U.S. companies but may also purchase securities
of issuers in any country, including developed countries and emerging markets.”
Response: We will update the above-referenced disclosure
in the Fund’s Principal Investment Strategies as follows (new disclosure is underlined):
The
Fund invests primarily in U.S. companies but may also purchase securities of issuers in any country, including developed countries and
emerging markets (i.e., those that are generally in the early stages of their industrial cycle).
3) Comment: For the MML Invesco Discovery Large Cap Fund, please clarify why Small and Mid-Cap Company Risk is included as a principal
risk of the Fund; if it is a principal risk, it should have a corresponding principal investment strategy.
Response: We believe the inclusion of “Small and
Mid-Cap Company Risk” as a Principal Risk is appropriate because, although the Fund’s Principal Investment Strategies indicate
that “[u]nder normal circumstances, the Fund invests directly or indirectly at least 80% of its net assets (plus the amount of any
borrowings for investment purposes) in equity securities of large-cap companies,” the Fund may invest in companies in other market
capitalization ranges.
4) Comment: For the MML Invesco Discovery Mid Cap Fund, please explain why small cap companies are included in the Fund’s Principal
Risks (see “Small and Mid-Cap Company Risk”)? How do small cap companies factor into the Fund’s Principal Risks given
that this is a mid cap fund?
Response:
Our “Small and Mid-Cap Company Risk” is a standardized risk that includes disclosure regarding both small and
mid-cap company risk. This disclosure is used across all of the funds in our fund complex that invest in either small or mid-cap
companies.
SAI
Comments
1) Global Comment: Please add a narrative explanation to the Funds’ fundamental concentration policy to reflect that the
policy applies to any one industry “or group of industries.”
Response:
We continue to respectfully decline to make this change. We have responded to this comment several times in the past with
respect to other funds in our fund complex. We submit that the current formulation of the restriction is reasonable and appropriate, complies
with applicable legal requirements, and is consistent with a common approach of registrants in meeting the requirement of Section 13(a)(3) of
the Investment Company Act of 1940, as amended.
Very truly yours,
/s/Jill Nareau Robert
Jill Nareau Robert
Lead Counsel, Investment Adviser & Mutual Funds, Massachusetts
Mutual Life Insurance Company
Vice President and Assistant Secretary, MML Series Investment
Fund II