SEC Division of Investment Management staff letter: Massachusetts Mutual Life

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RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
June 7, 2000
Our Ref. No. 00-671146
Massachusetts Mutual Life
.Insurance Company
File No. 801-8059
By letter dated June 6, 2000, you reques~ our assurance that we would not recommend enforcement action to the Commission under Section 17(d) ofthe Investment Company Act of 1940 ("Investment Company Act") and Rule 17d-l thereunder if, as described in your letter, Massachusetts Mutual Life Insurance Company ("MassMutual"),I on behalfofitself and open￾end and closed-end investment companies and certain private accounts for which it serves as investment adviser, aggregates orders for the purchase and sale ofprivate placement securities, for which MassMutual negotiates no term, other than price. FACTS You state that MassMutual maintains a general account, which is used to fund its obligationsto policyholders, and provides investment management to insurance company and non-insurance company subsidiaries, which are considered proprietary accounts. You state that MassMutual also serves as investment adviser to investment companies ("Funds") registered under the InvestmentCompany Act, and private accounts, including investment funds that are excepted from the definition ofinvestment company under Section 3(c) ofthe Investment Company Act ("Section 3(c) Funds").2 Additionally, you represent that MassMutual serves as investment adviser to state and municipal pension plans that are excluded from investment company regulation under Section 2(b) ofthe Investment Company Act ("Section 2(b) Funds"). For purposes ofthis letter, Section 3(c) Funds, Section 2(b) Funds, private accounts, and MassMutual's proprietary accounts are referred to collectively as "Accounts." You state that MassMutual proposes to aggregate the orders of one more Funds and one or more Accounts for the purchase or sale of certain private placement securities ("Non￾You state that MassMutual is a mutual life insurance company registered with the Commission as an investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"). You also state that the term "MassMutual" includes successors and any current or future direct or indirect subsidiary that provide investment advice to clients, including any registered investment company. 2 You state that the Section 3(c) Funds include, but are not limited to: (a) private funds that are excepted under Section 3(c)(1 ); (b) qualified purchaser funds that are excepted under Section3(c)(7); (c) pension trusts and collective trust funds that are excepted under
Section 3(c)(11); and (d) insurance company general accounts that are excepted under
Section 3(c)(3).