March 28, 2017
MML Investment Advisers, LLC
000 Xxxxxx Xxxxxx Xxxx.
Enfield, CT 06082
Ladies and Gentlemen:
MML Investment Advisers, LLC ("MML Advisers") and X.
Xxxx Price Associates, Inc., ("Subadviser") have entered into
a Subadvisory Agreement dated as of March 28, 2017 (the
"Agreement"). In the Agreement MML Advisers has retained
the Subadviser to manage the assets of the MassMutual Select
Equity Opportunities Fund ("Fund"). In connection with the
performance by the parties of their respective obligations
under the Agreement, the parties wish to set out certain
operating protocols and understandings:
1. MML Advisers represents and warrants that MML Advisers
and the Fund are registered with the CFTC and are members
of the U.S. National Futures Association, to the extent, if any,
required by their activities.
2. MML Advisers shall provide the Subadviser, in a manner
and with such frequency as is mutually agreed upon by the
parties, with a list of (i) each "government entity" (as defined
by Rule 206(4)-5 under the Investment Advisers Act of 1940,
as amended ("Advisers Act")), invested in the Fund where the
account of such government entity can reasonably be
identified as being held in the name of or for the benefit of
such government entity on the records of the Fund; and (ii)
each government entity that sponsors or establishes a 529 Plan
and has selected the Fund as an option to be offered by such
529 Plan.
3. MML Advisers agrees to provide the Subadviser with a list
of first tier affiliates and second tier affiliates (i.e., affiliates of
affiliates) of the Fund and a list of restricted securities for the
Fund (including CUSIP, Sedol, or other appropriate security
identification. MML Advisers will provide the Subadviser
with updates to each list as needed.
4. MML Advisers agrees that the Subadviser is not required
to execute foreign currency trades through the custodian, but
may, in its sole discretion and in accordance with its fiduciary
duty, select the custodian or counterparties for the execution
of foreign currency transactions.
5. MML Advisers acknowledges that the Subadviser does not
have access to all of the Fund's books and records to perform
certain compliance testing. To the extent that the Subadviser
has agreed to perform services specified in the Agreement in
accordance with applicable law (including subchapter M of
the Internal Revenue Code of 1986, as amended, the
Investment Company Act of 1940, as amended, and the
Investment Advisers Act of 1940, as amended ("Applicable
Laws")), the Fund's prospectus and statement of additional
information, and policies and procedures as approved by the
Fund's Board of Trustees, MML Advisers acknowledges that
Subadviser shall perform such services based upon the
Subadviser's books and records for the Fund based upon
information in the Subadviser's possession (which comprise a
portion of the Fund's books and records) and upon written
instructions received from the Fund, MML Advisers of the
Fund's administrator.
Very truly yours,
X. Xxxx Price Associates, Inc.
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Acknowledged and agreed:
MML Investment Advisers, LLC
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