Massmutual Select Funds Sample Contracts

FORM OF
Investment Management Agreement • April 30th, 1999 • Massmutual Institutional Funds
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Custodian Agreement • June 30th, 1998 • Massmutual Institutional Funds
Between
Investment Sub-Advisory Agreement • October 1st, 1997 • Massmutual Institutional Funds
INVESTMENT MANAGEMENT AGREEMENT for MassMutual RetireSMARTSM by JPMorgan 2065 Fund
Investment Management Agreement • January 31st, 2023 • Massmutual Select Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of February 1, 2023, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual RetireSMART by JPMorgan 2065 Fund (the “Fund”).

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • January 31st, 2023 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Thompson, Siegel & Walmsley LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Mid Cap 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 23rd day of January, 2023.

BETWEEN
S Agreement • October 1st, 1997 • Massmutual Institutional Funds
FORM OF
Shareholder Service Agreement • April 30th, 1999 • Massmutual Institutional Funds • Massachusetts
INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Aggressive Growth Fund
Sub-Advisory Agreement • January 31st, 2011 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Delaware Management Company, a series of Delaware Management Business Trust (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select Aggressive 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 4th day of JANUARY, 2010.

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select PIMCO Total Return Fund
Investment Sub-Advisory Agreement • June 30th, 2010 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Pacific Investment Management Company LLC (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select PIMCO Total Return Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 30th day of June, 2010.

INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Overseas Fund
Investment Subadvisory Agreement • January 30th, 2015 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Massachusetts Financial Services Company, organized under the laws of the State of Delaware (the “Subadviser”), and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select Overseas 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 1st day of March, 2014.

Between
Custodian Agreement • October 1st, 1997 • Massmutual Institutional Funds
INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Funds
Investment Management Agreement • June 30th, 2010 • Massmutual Select Funds

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective this 30th day of June, 2010.

Exhibit 8(b) ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT Between
Administrative and Shareholder Services Agreement • June 30th, 1998 • Massmutual Institutional Funds • Massachusetts
CUSTODIAN AGREEMENT (Amended, Restated and Consolidated)
Custodian Agreement • January 25th, 2008 • Massmutual Select Funds • Massachusetts

This Amended, Restated and Consolidated Custodian Agreement is made as of January 1, 2008 (the “Consolidated Agreement”) by and among each open-end management investment company identified on Appendix A hereto (each such open-end management investment company and each open-end management investment company made subject to this Consolidated Agreement in accordance with Section 25 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 13th, 2006 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Davis Selected Advisers, L.P. (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select Large Cap Value Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 15th day of November, 2005.

Appendix A
Massmutual Select Funds • January 31st, 2014

As of December 31, 2013, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of December 31, 2013, this Appendix A supersedes any previous versions of said Appendix.

BYLAWS ------ OF --
Massmutual Institutional Funds • October 1st, 1997
INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Funds
Investment Management Agreement • June 20th, 2011 • Massmutual Select Funds

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective this 20th day of June, 2011.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MASSMUTUAL SELECT FUNDS
Agreement and Declaration • February 1st, 2012 • Massmutual Select Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this 21st day of November, 2011 by the Trustees hereunder and the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amends and restates the Agreement and Declaration of Trust made in Springfield, Massachusetts the 28th day of May, 1993, as amended.

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Appendix A
Massmutual Select Funds • June 30th, 2010

As of June 30, 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”), between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of June 30, 2010, this Appendix A supersedes any previous versions of said Appendix.

Appendix A
Massmutual Select Funds • April 1st, 2010

As of April 1, 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Sub-Administration Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, Massachusetts Mutual Life Insurance Company and the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of April 1, 2010, this Appendix A supersedes any previous versions of said Appendix.

Appendix A
Appendix A • March 17th, 2011 • Massmutual Select Funds

As of March 1, 2011, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of March 1, 2011, this Appendix A supersedes any previous versions of said Appendix.

AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds • Maryland

This AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT is dated as of November 1, 2022, 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.

EXHIBIT D(10) INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2000 • Massmutual Institutional Funds • Massachusetts
Schedule VII.A
Massmutual Select Funds • December 3rd, 2019

This Schedule VII.A is effective as of February 5, 2019 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.

Appendix A
Massmutual Select Funds • January 31st, 2018

As of January 10, 2018, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Select Cayman Global Allocation Fund I, Ltd., and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of January 10, 2018, this Appendix A supersedes any previous versions of said Appendix.

Between
Massmutual Institutional Funds • April 30th, 1999 • Massachusetts
THIRD AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • September 16th, 2013 • Massmutual Select Funds

This amendment, dated as of September 16, 2013, is made to the AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT, dated as of January 1, 2008 as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”).

ELEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, ON BEHALF OF THEIR RESPECTIVE INDIVIDUAL SERIES LISTED ON SCHEDULE A AND STATE STREET BANK AND TRUST...
Securities Lending Agency Agreement • January 31st, 2018 • Massmutual Select Funds • Massachusetts

This Eleventh Amendment (this “Amendment”) dated December 8, 2017 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, 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.

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 3rd, 2018 • Massmutual Select Funds

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of September 5, 2018, by and between MML Investment Advisers, LLC (the “Administrator”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

Form of Schedule VII.A
Massmutual Select Funds • January 31st, 2023

This Schedule VII.A is effective as of February 1, 2023 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.

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