Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) ClearBridge MLP & Midstream Total Return Fund Inc. (Name of Issuer) Mandatory Redeemable Preferred Shares (Title of Class of Securities) 18469Q2@6 (CUSIP Number) Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Philip Wellman (800) 767-1000 Barings LLC 300 South Tryon St., Suite 2500 Charlotte, NC 28202 Attn: Ashlee Steinnerd (704) 805-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 2016 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report* the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ??240.13d-1(e), * 240.13d -1(f) or 240.13d-1(g), check the following box. *The remainder of this cover page shall be filled out for a reporting persons* initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing in* formation which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deem* ed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subjec* t to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see t* he Notes).

CUSIP No. 18469Q2@6 1. Names of Reporting Persons Barings LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)* or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 0 8. Shared Voting Power 43 (1) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 43 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 43 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instruct* ions) 13. Percent of Class Represented by Amount in Row (11) 22.05% (2) 14. Type of Reporting Person (See Instructions) IA (1) Barings, in its capacity as investment adviser, may be deemed to be the* beneficial owner of 43 shares of Series D MRPS, which are held in certain advisory accounts owned (directly or indirectly) or* controlled by MassMutual. (2) The referenced securities are fixed rate preferred equity securities * which the Reporting Persons are informed, represent, in the aggregate, 22.05% of the Issuers outstanding MRPS based on voting power. * Based on the Issuers Certified Shareholder Report for the fiscal year ended November 30, 2022, as filed with the SEC* on February 1, 2023, the Issuer had 366,752 shares of MRPS outstanding with an aggregate liquidation value of * $19,500,010, comprised of (1) 85 Series D MRPS with an aggregate liquidation value of $8,500,000 and (2) 366,667 * Series E MRPS with an aggregate liquidation value of $11,000,010. The holders of Series D MRPS and Series E MRPS are entitled to one vote* for every $30.00 of liquidation preference held, with no cumulative voting rights. Holders of MRPS vote together with the* holders of the Issuers common stock as a single* class, except on matters affecting only the holders of MRPS or the* holders of the Issuers common stock. This Amendment No. 1 (Amendment No. 1) amends the statement on * Schedule 13D originally filed by MassMutual and Barings (each individually a Reporting Person and collectively,* the Reporting Persons) on April 6, 2015 (as amended from time to time,* the Schedule 13D), and relates to the Issuers MRPS. Except as specifi* cally provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.* Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned* to such term in the Schedule 13D. Item 1. Security and Issuer. This statement relates to the MRPS of ClearBridge MLP & Midstream Total* Return Fund Inc. (the Issuer). The Issuers principal offices are located at 620 Eighth Avenue, 47th Floor, New York, New York 10018. Item 2. Identity and Background Item 2 of the Schedule 13D is replaced in its entirety with the following: This statement is filed by MassMutual and Barings, each a Reporting Person* and together, the Reporting Persons. The principal business of Barings is that of an entrepreneurial capital* management firm focused on creating innovative investment strategies and solutions for sophisticated investors. Barings is a * Delaware limited liability company. The business address of each of Barings officers is c/o Barings LLC, 300 South Tryon Street, Suite 2500, * Charlotte, North Carolina 28202.The officers and directors of Barings, who are all citizens of the United States, unless stated* otherwise, are as follows: Officers Michael D. Freno, Chief Executive Officer and Chairman of the Board of Directors Eric Lloyd, President Patrick L. Hoefling, Chief Financial Officer Sheldon M. Francis, Chief Administrative Officer Christopher A. DeFrancis, Chief Compliance Officer Jill E. Dinerman, Chief Legal Officer Chris Cary, Treasurer Rhian Williams, Secretary (UK citizen) Andrew Gould, Assistant Secretary Jane LaVenture, Assistant Secretary Director Present Principal Occupation Or Employment Business Address Michael D. Freno Chief Executive Officer, Chairman and Managing Director of Barings 300 S. Tryon Street, Suite 2500 Charlotte, NC 28202 Roger W. Crandall President, Executive Officer and Chairman of MassMutual 1295 State Street Springfield, MA 01111 Elizabeth W. Chicares Chief Financial Officer of MassMutual 1295 State Street Springfield, MA 01111 Eric Partlan Chief Investment Officer of MassMutual 1295 State Street Springfield, MA 01111 Geoffrey J. Craddock Chief Risk Officer of MassMutual 1295 State Street Springfield, MA 01111 Michael O?Connor General Counsel of MassMutual 1295 State Street Springfield, MA 01111 Susan M. Cicco Head of Human Resources of MassMutual 1295 State Street Springfield, MA 01111 Sears A. Merritt Head of Technology of MassMutual 1295 State Street Springfield, MA 01111 The principal business of MassMutual is that of a diversified financial* services organization providing financial products and services that include mutual funds, money management, trust services, retirement* planning products, life insurance, annuities, disability income insurance, and long-term care insurance. MassMutual is a Massa* chusetts corporation. The business address of each of MassMutuals officers and directors, unless otherwise indicated below, is* c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111. The officers and dire* ctors of MassMutual, who are all citizens of the United States, unless stated otherwise, are as follows: Officers Roger W. Crandall, Chairman, President and Chief Executive Officer Susan M. Cicco, Head of Human Resources and Employee Experience Eric Partlan, Chief Investment Officer Michael Fanning, Head of MassMutual U.S. John Rugel, Head of Operations Geoffrey J. Craddock, Chief Risk Officer Michael O?Connor, General Counsel Sears Merritt, Head of Technology and Experience Elizabeth Ward, Chief Financial Officer Director Present Principal Occupation Or Employment Business Address Roger W. Crandall Chairman, President and Chief Executive Officer of MassMutual 1295 State Street Springfield, MA 01111 H. Todd Stitzer (US and UK dual citizen) Member, Advisory Board of Hamlin Capital Management LLC 640 Fifth Avenue, 6th Floor New York, NY 10019 Mark T. Bertolini Chief Executive Officer of Oscar Health, Inc. P.O. Box 20917 700 Columbus Avenue New York, NY 10025 Kathleen A. Corbet Founder and Principal of Cross Ridge Capital, LLC 49 Cross Ridge Road New Canaan, CT 06840 James H. DeGraffenreidt, Jr. Retired Chairman and Chief Executive Officer of WGL Holdings, Inc. - Isabella D. Goren Former Chief Executive Officer of American Airlines, Inc. and AMR Corporation - Bernard Harris, Jr., M.D., MBA, FACP Chief Executive Officer and Managing Director of Versalius Ventures, Inc. P.O. Box 130648 Houston, TX 77019 Michelle K. Lee Founder and Chief Executive Officer of Obsidian Strategies, Inc. 14435 C Big Basin Way, #117 Saratoga, CA 95070 Jeffrey M. Leiden, M.D., Ph.D. Executive Chairman, Former President and Chief Executive Officer of Vertex Pharmaceuticals Incorporated 50 Northern Avenue Boston, MA 02210 Laura J. Sen Former Non-Executive Chairman, Chief Executive Officer and President of BJ?s Wholesale Club, Inc. - William T. Spitz Principal and Co-Founder of Diversified Trust Company 3102 West End Avenue, Suite 600 Nashville, TN 37203 During the five years prior to the date of this Amendment No. 1, none* of the Reporting Persons (nor to the knowledge of the Reporting Persons, any of the individuals named above) (i) have been convicted* in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a* judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree* or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws* or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is replaced in its entirety with the* following: The Information set forth or incorporated by reference in Items* 4, 5, and 6 of this Amendment No. 1 is incorporated by reference into this Item 3. On March 26, 2015, MassMutual, through one or more advisory accounts* for which Barings serves as investment adviser, acquired 240 Series C MRPS in the ordinary course of business using* funds that came directly or indirectly from the working capital of MassMutual. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is replaced in its entirety* with the following: The information set forth or incorporated by reference in Items* 5 and 6 of this Amendment No. 1 is incorporated by reference into this Item 4. All of the MRPS reported herein were acquired for investment* purposes. The Reporting Persons may make additional purchases of the Issuer?s securities in private transactions or otherwise depending on * the Issuer?s business, prospects and financial condition, the market for the Issuer?s securities, general economic conditions,* money and stock market conditions and other future developments. The Reporting Persons do not at the present time have any plans* or proposals which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, Barings,* as investment adviser to MassMutual, may in the normal course of its business acquire or dispose of securities of the Issuer.* The Reporting Persons retain the right to modify plans with* respect to the transactions described in this Schedule 13D, to vote,* acquire or dispose of securities of the Issuer and to * formulate plans and proposals which could result in the occurrence of any such events, * subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is replaced in its entirety with* the following: (a) As of July 25, 2023 each Reporting Person may each be deemed* to have beneficially owned in the aggregate the 43 shares of Series D MRPS, each with a liquidation value of $100,000/share,* referenced herein. The referenced securities are fixed rate preferred equity securities which the Reporting Persons are informed, represent,* in the aggregate, 22.05% of the Issuers outstanding MRPS based on voting power. Based on the Issuers Certified Shareholder* Report for the fiscal year ended November 30, 2022, as filed with the SEC on February 1, 2023, the Issuer had 366,752 shares of MRPS* outstanding with an aggregate liquidation value of $19,500,010, * comprised of (1) 85 Series D MRPS with an aggregate liquidation value* of $8,500,000 and (2) 366,667 Series E MRPS with an aggregate liquidation value of $11,000,010. The holders of Series D MRPS and Series E MRPS are entitled to one* vote for every $30.00 of liquidation preference held, with no cumulative voting rights. Holders of MRPS vote together with* the holders of the Issuer?s common stock as a single class, except* on matters affecting only the holders of MRPS or the holders* of the Issuers common stock. (b) MassMutual has shared power with Barings to vote and dispose* of 43 shares of Series D MRPS for which it is deemed to be the beneficial owner. Barings has shared power with MassMutual to vote* and dispose of 43 shares of Series D MRPS for which it is deemed to be the beneficial owner. (c) On March 26, 2015 the Reporting Persons purchased 240 Series C* MRPS from the Issuer in the ordinary course of business. On February 16, 2016 and February 24, 2016, the Issuer redeemed* 340 shares of Series C MRPS at 102% of liquidation value plus any accumulated unpaid dividends, including 191 shares of Series C MRPS* beneficially owned by the Reporting Persons (collectively, the Series C MRPS Partial Redemption). Immediately following* the completion of the Series C MRPS Partial Redemption, the Reporting Persons may each have been deemed to beneficially* own 49 shares of Series C MRPS in aggregate. On December 31, 2020, MassMutual transferred 6 shares* of Series C MRPS to Great-West Life & Annuity Insurance * Company in exchange for $106,888.80 per share in cash, immediately* following which the Reporting Persons may each have been deemed to beneficially own 43 shares of Series C MRPS in aggregate. On November 17, 2022, the Issuer effectuated an exchange * of all outstanding Series C MRPS for Series D MRPS (the Series C/Series D MRPS Exchange). Immediately following the completion* of the Series C/Series D MRPS Exchange, the Reporting Persons may each have been deemed to beneficially own 43 shares* of Series D MRPS in aggregate. Other than as disclosed in this Item 5, neither the Reporting Persons* nor the individuals listed in Item 2 of this Schedule 13D have effected any transactions in the MRPS since March 26, 2015. (d) To the best knowledge of the Reporting Persons, no one other* than the Reporting Persons, or the officers, directors, partners, members, affiliates or shareholders of the Reporting Persons, has* the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the MRPS reported herein as* beneficially owned by the Reporting Persons. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relations with* Respect to Securities of the Issuer Item 6 of the Schedule 13D is replaced in its entirety with the* following: The information provided or incorporated by reference in Items* 3 and 4 is hereby incorporated by reference herein. Barings, in its capacity as investment adviser, holds* in certain advisory accounts owned (directly or indirectly)* or controlled by MassMutual, certain senior secured notes of the Issuer. Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement dated July 25, 2023 among the* Reporting PersonsSignature After reasonable inquiry and to the best of my knowledge and belief,* I certify that the information set forth in this statement is true, complete and correct. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Philip Wellman Name: Philip Wellman Title: Head of Mutual Funds & RIA Compliance BARINGS LLC By: /s/ Melissa LaGrant Name: Melissa LaGrant Title: Managing Director Dated: July 25, 2023 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities* Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement* on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement* on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint* acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing* of such amendments, and for the completeness and accuracy of the information concerning it contained therein, * but shall not be responsible for the completeness and accuracy of the information concerning the other, except* to the extent that he or it knows or has reason to believe that such information is inaccurate. This agreement may* be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Date: July 25, 2023 /s/ Philip Wellman Signature Philip Wellman Head of Mutual Funds & RIA Compliance Name/TitleBARINGS LLC Date: July 25, 2023 /s/ Melissa LaGrant Signature Melissa LaGrant Managing Director Name/Title