Exhibit I(25)
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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
January 27, 2023
MassMutual Select Funds
MassMutual Premier Funds
1295 State Street
Springfield, MA 01111-0001
Re: | Class Y Shares of Certain Series of MassMutual Select Funds and MassMutual Premier Funds |
Ladies and Gentlemen:
We are furnishing this opinion in connection with the filing of Post-Effective Amendment No. 113 (the “Select Amendment”) to the Registration Statement on Form N-1A (the “Select Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), by MassMutual Select Funds (the “Select Trust”) and Post-Effective Amendment No. 85 (the “Premier Amendment”) to the Registration Statement on Form N-1A (the “Premier Registration Statement”) under the 1933 Act, by MassMutual Premier Funds (the “Premier Trust” and together with the Select Trust, the “Trusts”) for the registration of an indefinite number of Class Y shares of beneficial interest (the “Shares”) of the series of the Trusts noted below (each a “Fund” and, collectively, the “Funds”).
Select Funds
MassMutual Total Return Bond Fund MassMutual Strategic Bond Fund MassMutual Diversified Value Fund MassMutual Fundamental Value Fund MassMutual Equity Opportunities Fund MassMutual Fundamental Growth Fund MassMutual Blue Chip Growth Fund MassMutual Growth Opportunities Fund MassMutual Mid Cap Value Fund MassMutual Small Cap Value Equity Fund MassMutual Small Company Value Fund MassMutual Mid Cap Growth Fund MassMutual Small Cap Growth Equity Fund MassMutual Overseas Fund MassMutual 20/80 Allocation Fund MassMutual 40/60 Allocation Fund MassMutual 60/40 Allocation Fund MassMutual 80/20 Allocation Fund |
Premier Funds
MassMutual Inflation-Protected and Income Fund MassMutual Core Bond Fund MassMutual Diversified Bond Fund MassMutual Balanced Fund MassMutual Disciplined Value Fund MassMutual Main Street Fund MassMutual Disciplined Growth Fund MassMutual Small Cap Opportunities Fund MassMutual Global Fund MassMutual International Equity Fund MassMutual Strategic Emerging Markets Fund
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We have examined copies of votes of each Trust’s Trustees relating to the authorization and issuance of the Shares, each Trust’s Amended and Restated Bylaws, and each Trust’s Amended and Restated Agreement and Declaration of Trust, each as certified to us by an Assistant Secretary of the Trust. We have also examined such other documents as we deem necessary for the purpose of this opinion. We understand that all of the Funds were duly established by action of their respective Boards of Trustees at various times in the past.
We assume that upon sale of the Shares the applicable Trust will receive the net asset value thereof.
Each Trust’s Amended and Restated Agreement and Declaration of Trust permits the Trustees to cause each shareholder, or each shareholder of any particular series or class, to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, shareholder servicing, or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such shareholder from declared but unpaid dividends owed such shareholder and/or by reducing the number of Shares in the account of such shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such shareholder. In addition, each Amended and Restated Agreement and Declaration of Trust provides that, if, for any reason, the net income of any series or class determined at any time is a negative amount, in the discretion of the Trustees the pro rata share of such negative amount allocable to each shareholder of such series or class may constitute a liability of such shareholder to that series or class which shall be paid out of such shareholder's account at such times and in such manner as the Trustees may from time to time determine (x) out of the accrued dividend account of such shareholder, (y) by reducing the number of Shares of that series or class in the account of such shareholder, or (z) otherwise.
Based on and subject to the foregoing, we are of the opinion that each Trust is authorized to issue an unlimited number of Class Y Shares of each Fund that is a series of that Trust, and that, when such Shares are duly issued and sold, they will be validly issued, fully paid, and nonassessable by the applicable Trust.
Each Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders of a Trust could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Amended and Restated Agreement and Declaration of Trust of each Trust disclaims shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in every note, bond, contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees, by any officer or officers or otherwise. The Amended and Restated Agreement and Declaration of Trust of each Trust provides for allocation of the assets and liabilities of the Trust among its portfolio series, and further provides that, in the event that any shareholder or former shareholder is held to be personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the shareholder or former shareholder (or his or her heirs, executors, administrators, or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability, but only out of the assets of the particular series of shares of which he or she is or was a shareholder. Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability should be limited to circumstances in which the particular series itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the Select Registration Statement and to the Premier Registration Statement.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP