THIS SUB-ADMINISTRATIVE SERVICES AGREEMENT is entered into as of April 1, 2014 by and betweenMassachusetts Mutual Life Insurance Company, a
mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts (“MassMutual”), and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”).
WHEREAS, MML Advisers is a wholly-owned subsidiary of MassMutual; and
WHEREAS, MML Advisers is a party to Amended and Restated Administrative and Shareholder Services Agreements (the “Administration Agreements”) with
MassMutual Premier Funds and MassMutual Select Funds (the “Trusts”), on behalf of each of their current series listed on Appendix A hereto and any future series (each, a “Fund”), pursuant to which MML Advisers is required to
perform various services for the Funds; and
WHEREAS, MML Advisers desires to retain MassMutual to provide certain of those services to the Funds in
satisfaction of MML Advisers’ obligation to provide those services, in return for the compensation provided for in this Agreement; and
MassMutual is willing to provide those services;
NOW, THEREFORE, in consideration of the covenants and mutual promises of the parties made to each other,
it is hereby covenanted and agreed as follows:
1. Administrative and Support Services; Obligations of MassMutual.
(a) Pursuant to Article II.D of the Administration Agreements, MML Advisers hereby employs MassMutual to provide administrative services to the Funds, for the period and on the terms hereinafter set forth. Except as the parties may
otherwise from time to time agree, MassMutual will continuously provide business management services to each Fund and will generally, subject to the general oversight of the Board of Trustees of the Funds (the “Board”) and MML Advisers and
except as provided in the next following paragraph, manage all of the business and affairs of the Fund, subject always to the provisions of each Trust’s Declaration of Trust and By-Laws and of the Investment Company Act of 1940, as amended (the
“1940 Act”), and subject, further, to such policies and instructions as the Board or MML Advisers may from time to time establish. The services required to be provided by MassMutual hereunder shall be as specified from time to time by MML
Advisers, and may include generally any of the services MML Advisers is required to provide under the Administration Agreements, including without limitation those set forth on Appendix B. Except as the parties may otherwise from time to time agree,
MassMutual shall, except as provided in the next following paragraph, advise and assist the officers of the Trusts and MML Advisers in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Trustees of the Funds
regarding the conduct of the business of each Fund. MassMutual hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation specified herein. MassMutual shall
for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent MML Advisers or the Funds in any way.
(b) No provision of this Agreement shall be deemed to require MassMutual at any time to provide
to a Fund or to any person with respect to any Fund investment research, advice, or supervision, or in any way to advise the Fund or any person acting on behalf of the Fund as to the value of securities or other investments or as to the advisability
of investing in, purchasing, or selling securities or other investments.
(c) MassMutual shall timely provide to MML Advisers and the
Trusts all information and documentation they may reasonably request as necessary or appropriate in connection with the compliance by them or either of them with the requirements of this Agreement or any applicable law.
2. Books and Records. MassMutual (A) shall maintain such books and records with respect to the Funds as are required by law,
including without limitation the 1940 Act, and the rules and regulations thereunder, (B) shall render to the Board such periodic and special reports as the Board or MML Advisers may reasonably request in writing, and (C) shall meet with
any person at the request of MML Advisers or the Board for the purpose of reviewing MassMutual’s performance under this Agreement at reasonable times and upon reasonable advance written notice. All such books and records shall be the property
of the Funds, and MassMutual will surrender promptly to the Funds any of such books and records upon a Fund’s request (provided that MassMutual may retain a copy of such books and records) and shall at all times make all such books and records
available for inspection and use by the SEC, the Funds, MML Advisers, or any person retained by the Funds. Where applicable, such books and records shall be maintained by MassMutual for the periods and in the places required by Rule 31a-2 under the
3. Representations and Undertakings of MassMutual. MassMutual (i) has adopted written policies and procedures that
are reasonably designed to prevent violations of the federal securities laws from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide notice promptly to MML Advisers of any
violations relating to the Funds; (ii) has met and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry
self-regulatory organization; and (iii) has the authority to enter into and perform the services contemplated by this Agreement. MassMutual agrees to provide reasonable evidence of its compliance with any of the foregoing.
4. Expenses to be Borne by MML Advisers. MML Advisers will be solely responsible for its expenses in providing services to the Funds,
but shall not be responsible for paying any expense of any Fund. MassMutual will make available, without expense to a Fund, the services of such of its (or its affiliates’) directors, officers, and employees as may be duly elected Trustees or
officers of the Trusts.
5. Fee. (a) In full consideration of the services provided and the expenses borne by MassMutual as
contemplated by this Agreement, MML Advisers will pay to MassMutual a quarterly fee (the “Fee”) at a rate agreed from time to time by MML Advisers and MassMutual. The amount of the Fee will take into account, among other things, the costs
and expenses which are directly or indirectly related to MassMutual’s provision of the services and may include, by way of example, allocable salaries and benefits, rent and other overhead
expenses, utilities, building maintenance services, furniture and other office equipment, supplies, equipment, subscriptions, electronic data processing equipment and other similar expenses.
(b) The Fee shall be payable no later than thirty days following the end of the quarter in question.
6. Standard of Care. MassMutual shall use reasonable care in performing its duties hereunder. In the performances of such duties,
MassMutual, its directors, officers, employees, and agents, successors and assigns will be protected and will not be liable for any error of judgment, mistake of law, or any other loss, claim, damages, liabilities, or expenses arising by reason of
its acting hereunder, except in the case of the negligence, willful misconduct, bad faith, reckless disregard of duties or obligations hereunder, including knowing violations of law, or fraud of MassMutual, or of its officers, employees, or agents.
7. Legal Advice. MassMutual will be entitled to receive and act upon the advice of legal counsel of its own selection, provided
such counsel is chosen with reasonable care and which may be counsel for the Trusts, and will be without liability for any action taken or thing done or omitted to be done in good faith in conformity with such advice. On issues that are related to
financial accounting matters, MassMutual will be entitled to receive and act upon the advice of the Trusts’ independent public accountants.
8. Good Faith Reliance. MassMutual will be protected and not be liable for any action taken or omitted to be taken by it in reliance
upon any document, certificate, or instrument which it reasonably believes to be genuine and to be signed or presented by the proper person or persons.
9. Services Not Exclusive. MML Advisers agrees that MassMutual’s services to MML Advisers under this Agreement are not to be
exclusive and that MassMutual will be free to render similar services to others.
10. No Partnership or Joint Venture. MML Advisers
and MassMutual are not partners or joint venturers with each other, and nothing herein will be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.
11. Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall MassMutual be liable to MML Advisers, the
Trusts, or any third party for special, punitive, indirect, or consequential damages, even if MassMutual has been advised by the other party of the possibility of such damages.
12. Act of God. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of
God, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond tis control, such party shall not be liable to the other for any damages resulting
from such failure to perform or otherwise from such causes. MassMutual and the Trusts shall notify each other as soon as reasonably possible following the occurrence of an event described in this subsection.
13. Duration and Termination of this Agreement. This Agreement will remain in force until
terminated in accordance with the terms of this Section 13. This Agreement may be terminated with or without cause at any time by either party on notice to the other party hereto. This Agreement will automatically terminate in the event of its
assignment, unless such assignment has been consented to by the parties in advance.
14. Entire Agreement and Amendments Thereto.
This Agreement shall constitute the entire agreement between the parties hereto for administrative and support services, and no provision of this Agreement may be changed, waived, discharged or terminated orally but only by an amendment in
writing signed by both parties.
15. Miscellaneous. The captions in this Agreement are included for convenience of reference only,
and in no way define or limit any of the provisions hereof or otherwise change their construction or effect. References to business titles and names are interpreted to mean any such titles or names used in the future. The provisions of this
Agreement will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been signed by the parties as of the date
first above written.
MassMutual Select BlackRock Global Allocation Fund
MassMutual Select Diversified Value Fund
MassMutual Select Fundamental Value Fund
MassMutual Select Large Cap Value Fund
MM S&P 500® Index Fund
MassMutual Select Focused Value Fund
MassMutual Select Fundamental Growth Fund
MassMutual Select Blue Chip Growth Fund
MassMutual Select Growth Opportunities Fund
MassMutual Select Mid-Cap Value Fund
MassMutual Select Small Cap Value Equity Fund
MassMutual Select Small Company Value Fund
MM S&P® Mid Cap Index Fund
MM Russell 2000® Small Cap Index Fund
MassMutual Select Mid Cap Growth Equity II Fund
MassMutual Select Small Cap Growth Equity Fund
MassMutual Select Small Company Growth Fund
MassMutual Select Diversified International Fund
MM MSCI EAFE® International Index Fund
MassMutual Select Overseas Fund
MassMutual RetireSMARTSM Conservative Fund
MassMutual RetireSMARTSM Moderate Fund
MassMutual RetireSMARTSM Moderate Growth Fund
MassMutual RetireSMARTSM Growth Fund
MassMutual RetireSMARTSM In Retirement Fund
MassMutual RetireSMARTSM 2010 Fund
MassMutual RetireSMARTSM 2015 Fund
MassMutual RetireSMARTSM 2020 Fund
MassMutual RetireSMARTSM 2025 Fund
MassMutual RetireSMARTSM 2030 Fund
MassMutual RetireSMARTSM 2035 Fund
MassMutual RetireSMARTSM 2040 Fund
MassMutual RetireSMARTSM 2045 Fund
MassMutual RetireSMARTSM 2050 Fund
MassMutual RetireSMARTSM 2055 Fund
The services to be provided by MassMutual may include, but are not limited to, the following:
Maintain office facilities for the Funds.
Furnish statistical and research data, clerical services and stationery and office supplies.
Oversee the data compilation for, preparation for execution by the Funds, and filing of all the Funds’ federal and state tax returns and required tax filings other than those required to be made by the Funds’
custodian and transfer agent.
Oversee the preparation of the Trusts’ annual and semi-annual reports to shareholders.
Prepare amendments to the Trusts’ registration statements filed with the SEC (on Form N-1A or any successor form).
Oversee the data compilation for, preparation of, and timely filing of Notices to the SEC required pursuant to Rule 24f-2 under the 1940 Act.
Provide officers of the Trusts as requested by the Trusts’ Board of Trustees.
Implement the Funds’ policies and procedures with respect to market timing, late trading, anti-money laundering, customer identification privacy, sales load breakpoints, and redemption fees, to the extent
implementation of those policies and procedures have not been delegated to another service provide of the funds.
Generally assist in all aspects of the operations of the Funds as requested by MML Advisers from time to time.