Massmutual Select Funds Sample Contracts

Massmutual Select FundsAMENDMENT DATED DECEMBER 31, 2020 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (January 29th, 2021)

WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series listed on Exhibit B thereto (each a “Fund”Jan) and MML Investment Advisers, LLC (the “Manager”) have entered into an Amended and Restated Administrative and Shareholder Services Agreement dated as of April 1, 2014 (the “Agreement”).

Massmutual Select FundsAMENDMENT NUMBER 3 TO SUB-ADMINISTRATION AGREEMENT (January 29th, 2021)

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of December 13, 2018 by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

Massmutual Select FundsAMENDMENT TO DYNAMIC CASH ALLOCATION SERVICES AGREEMENT (January 29th, 2021)

This Amendment to the Amended and Restated Dynamic Cash Allocation Services Agreement is made as of December 23, 2020 by and between each registered investment company listed on Attachment C to the Agreement (defined below) (each, a “Fund” and collectively, the “Funds”) on behalf of its respective series, if any (each, a “Portfolio) and State Street Bank and Trust Company (“State Street”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Dynamic Cash Allocation Services Agreement referred to below.

Massmutual Select FundsEXPENSE LIMITATION AGREEMENT (January 29th, 2021)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of February, 2021.

Massmutual Select FundsContract (January 29th, 2021)

This letter agreement may be terminated by any of the parties hereto at any time by notice to the other parties; provided, however, that MML Advisers shall remain obligated pursuant to Section 5 of the Agreement to pay to State Street all amounts due and owing to State Street under the Agreement as of the date of such termination and all amounts that may become due to State Street thereafter.

Massmutual Select FundsAMENDMENT THREE DATED MARCH 2, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Growth Fund (December 3rd, 2020)

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Wellington Management Company, LLP (predecessor to Wellington Management Company LLP) (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of February 22, 2012, as amended, relating to the MassMutual Select Fundamental Growth Fund (the “Fund”); and

Massmutual Select FundsAMENDMENT ONE DATED APRIL 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Growth Opportunities Fund (December 3rd, 2020)

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Sands Capital Management, LLC (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of August 15, 2011, relating to the MassMutual Select Growth Opportunities Fund (the “Fund”); and

Massmutual Select FundsFORM OF EXPENSE LIMITATION AGREEMENT (December 3rd, 2020)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of February, 2021.

Massmutual Select FundsAMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS Between MASSMUTUAL SELECT FUNDS and (December 3rd, 2020)

This Amendment (this “Amendment”) made as of the 1st day of August, 2020 by MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of each of the MassMutual Select Funds listed on Schedule 1 hereto (each, a “TRP Subadvised Underlying Fund”), and MML Investment Advisers, LLC (the “Manager”) amends the Investment Management Agreement between each TRP Subadvised Underlying Fund, dated as of January 10, 2018, and the Manager. This Amendment shall become effective as to any TRP Subadvised Underlying Fund on and as of the date shown on Schedule 1 (as to any TRP Subadvised Underlying Fund, the “Effective Date”).

Massmutual Select FundsAMENDMENT TO INVESTMENT SUBADVISORY AGREEMENTS Between and (December 3rd, 2020)

This Amendment (this “Amendment”) made as of the 1st day of August, 2020 by MML Investment Advisers, LLC (the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) amends the Investment Subadvisory Agreements (each, an “Investment Subadvisory Agreement”) between them relating to each of the open-end investment companies listed on Schedule 1 (each, a “Fund”), dated as of January 10, 2018. This Amendment shall become effective as to any Fund on and as of the date shown on Schedule 1 (as to any Fund, the “Effective Date”).

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT Between (December 3rd, 2020)

This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”), is dated as of May 22, 2020, by and between T. ROWE PRICE ASSOCIATES, INC. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with its principal office at 100 East Pratt Street, Baltimore MD 21202, United States and T. ROWE PRICE HONG KONG LIMITED, (the “Subadviser”), a company incorporated under the laws of Hong Kong whose registered office is 6/F Chater House, 8 Connaught Place, Central Hong Kong.

Massmutual Select FundsEXPENSE LIMITATION AGREEMENT (December 3rd, 2020)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of March, 2020.

Massmutual Select FundsSchedule VII.A (December 3rd, 2020)

This Schedule VII.A is effective as of September 15, 2020 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

Massmutual Select FundsAMENDMENT TO INVESTMENT SUBADVISORY AGREEMENTS Between and (December 3rd, 2020)

This Amendment (this “Amendment”) made as of the 1st day of August, 2020 by MML Investment Advisers, LLC (the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) amends the Investment Subadvisory Agreements (each, an “Investment Subadvisory Agreement”) between them relating to each of the open-end investment companies listed on Schedule 1 (each, a “TRP Subadvised Underlying Fund”), dated as of January 10, 2018. This Amendment shall become effective as to any TRP Subadvised Underlying Fund on and as of the date shown on Schedule 1 (as to any TRP Subadvised Underlying Fund, the “Effective Date”).

Massmutual Select FundsAMENDMENT TWO DATED OCTOBER 5, 2020 TO INVESTMENT SUBADVISORY AGREEMENTS Between and (December 3rd, 2020)

WHEREAS, MML Investment Advisers, LLC (the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) entered into Investment Subadvisory Agreements (each, an “Investment Subadvisory Agreement”) between them relating to each of the open-end investment companies listed on Schedule 1 (each, a “Fund”), dated as of January 10, 2018, as amended; and

Massmutual Select FundsAMENDMENT THREE DATED APRIL 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Growth Opportunities Fund (December 3rd, 2020)

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and Jackson Square Partners, LLC (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of May 1, 2014, as amended, relating to the MassMutual Select Growth Opportunities Fund (the "Fund"); and

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Value Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Barrow, Hanley, Mewhinney & Strauss, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Fundamental Value Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 17th day of November, 2020.

Massmutual Select FundsSEVENTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE INDIVIDUAL ... (December 3rd, 2020)

This Seventeenth Amendment (this "Amendment") dated 29 June, 2020 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

Massmutual Select Fundsadministrative and shareholder services agreement (December 3rd, 2020)

WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series listed on Exhibit B thereto (each a “Fund”) and MML Investment Advisers, LLC (the “Manager”) have entered into an Amended and Restated Administrative and Shareholder Services Agreement dated as of April 1, 2014 (the “Agreement”).

Massmutual Select FundsAMENDMENT ONE DATED OCTOBER 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Small Cap Growth Equity Fund (December 3rd, 2020)

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Wellington Management Company, LLP (predecessor to Wellington Management Company LLP) (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of December 6, 2011, relating to the MassMutual Select Small Cap Growth Equity Fund (the “Fund”); and

Massmutual Select FundsEXPENSE LIMITATION AGREEMENT (December 3rd, 2020)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 20th day of November, 2020.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Small Cap Value Equity Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Barrow, Hanley, Mewhinney & Strauss, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Small Cap Value Equity Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 17th day of November, 2020.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Diversified Value Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Brandywine Global Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Diversified Value Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 31st day of July, 2020.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Strategic Bond Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Western Asset Management Company, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Strategic Bond Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 31st day of July, 2020.

Massmutual Select FundsEXPENSE LIMITATION AGREEMENT (December 3rd, 2020)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of August, 2020.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Growth Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Westfield Capital Management Company, L.P. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Fundamental Growth Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 2nd day of March, 2020.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Strategic Bond Fund (December 3rd, 2020)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Western Asset Management Company Limited (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Strategic Bond Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 31st day of July, 2020.

Massmutual Select FundsPARTICIPATION AGREEMENT (December 3rd, 2020)

THIS PARTICIPATION AGREEMENT (the “Agreement”), dated as of October 10, 2020, by and among the MassMutual Select Funds (the “Investing Trust”), a business trust organized under the laws of The Commonwealth of Massachusetts, on behalf of each fund of funds series identified on Schedule A (each, a “Fund of Funds” and collectively, the “Funds of Funds”), and the T. Rowe Price funds identified on Schedule B (each, an “Underlying Fund” and collectively, the “Underlying Funds”).

Massmutual Select FundsAMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS Between MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT FUNDS and (December 3rd, 2020)

This Amendment (this “Amendment”) made as of the 1st day of August, 2020 by MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of each of the MassMutual Select T. Rowe Price Retirement Funds listed on Schedule 1 hereto (each, a “Fund”), and MML Investment Advisers, LLC (the “Manager”) amends the Investment Management Agreement between each Fund, dated as of January 10, 2018, and the Manager. This Amendment shall become effective as to any Fund on and as of the date shown on Schedule 1 (as to any Fund, the “Effective Date”).

Massmutual Select FundsEXPENSE LIMITATION AGREEMENT (January 31st, 2020)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of February, 2020.

Massmutual Select FundsSchedule VII.A (January 31st, 2020)

This Schedule VII.A is effective as of January 7, 2020 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT (December 3rd, 2019)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Small Cap Growth Equity Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 24th day of May, 2019.

Massmutual Select FundsAMENDMENT ONE DATED FEBRUARY 5, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Value Fund (December 3rd, 2019)

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and Barrow, Hanley, Mewhinney & Strauss, LLC (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of October 12, 2017, relating to the MassMutual Select Fundamental Value Fund (the "Fund"); and

Massmutual Select FundsSIXTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE INDIVIDUAL ... (December 3rd, 2019)

This Sixteenth Amendment (this "Amendment") dated September 18, 2019 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

Massmutual Select FundsINVESTMENT SUBADVISORY AGREEMENT (December 3rd, 2019)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between American Century Investment Management, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Small Company Value Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 20th day of June, 2019.