November 30, 2011
Kimberly Browning
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | MassMutual Select Funds (the “Trust”) |
1933 Act File No. 33-73824
1940 Act File No. 811-8274
Comments received for PEA No. 62 filed on October 7, 2011
Dear Ms. Browning:
Below is the comment I received from you on November 28, 2011 regarding the above-mentioned Trust, together with our response. I appreciate the time you took to carefully review these documents. I would greatly appreciate your contacting me at 413-744-7218 as soon as possible if you have any further questions or comments. Thank you.
Comment
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the Trust and its management are in possession of all facts relating to the Trust’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please provide, in writing, a statement from the company acknowledging that: the Trust is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and the Trust may not assert this action as defense in any proceeding initiated by the Commission.
Response
We acknowledge the following: (i) the Trust is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) SEC staff comments or changes to disclosure in response to SEC staff comments in the filings reviewed by the SEC staff do not foreclose the SEC from taking any action with respect to the filings; and (iii) the Trust may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. As indicated in the SEC’s June 24, 2004 release regarding the public release of comment letters and responses, you are requesting such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other matter involving the Trust.
Very truly yours,
/s/ Andrew M. Goldberg
Andrew M. Goldberg
Vice President, Secretary and Chief Legal Officer, MassMutual Select Funds
Assistant Vice President and Counsel, Massachusetts Mutual Life Insurance Company
1030900039
