AMENDMENT ONE DATED JANUARY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price International Equity Fund
Exhibit D(151)
AMENDMENT ONE
DATED JANUARY 1, 2019 TO
INVESTMENT SUBADVISORY AGREEMENT
for MassMutual Select X. Xxxx Price International Equity Fund
WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and X. Xxxx Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select X. Xxxx Price International Equity Fund (the "Fund"); and
WHEREAS, MML Advisers and the Subadviser desire to amend the compensation of the Subadviser as described in the Agreement; and
WHEREAS, Section 15 of the Agreement permits the Agreement to be amended by a written instrument approved in writing by both parties;
NOW THEREFORE, IT IS AGREED THAT:
| 1. | Capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Agreement. |
| 2. | Section 4 – Compensation of the Subadviser is replaced in its entirety with the following: |
The Subadviser will bear all expenses in connection with the performance of its services under this Subadvisory Agreement, which expenses shall not include brokerage fees or commissions, interest, taxes and custodian fees and expenses, in connection with the effectuation of securities transactions for the Portfolio. For the services provided and the expenses assumed pursuant to this Subadvisory Agreement, [ ]
| 3. | Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Amendment to be executed by their duly authorized officers or other representatives as of the day and year first above written.
| MML INVESTMENT ADVISERS, LLC | X. XXXX PRICE ASSOCIATES, INC. | |||
| By: | /s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxx | Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Vice President | Title: | Vice President | |
Acknowledged and Agreed:
on behalf of MassMutual Select X. Xxxx Price International Equity Fund
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | CFO and Treasurer |
