0001104659-20-132051 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Value Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds • Massachusetts

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.

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INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds • Maryland

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.

SEVENTEENTH 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...
Securities Lending Agency Agreement • December 3rd, 2020 • Massmutual Select Funds • Massachusetts

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.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2020 • Massmutual Select Funds

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.

AMENDMENT THREE DATED MARCH 2, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Growth Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds

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

AMENDMENT ONE DATED APRIL 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Growth Opportunities Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds

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

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS Between MASSMUTUAL SELECT FUNDS and
Massmutual Select Funds • 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”).

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENTS Between and
Massmutual Select Funds • 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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2020 • Massmutual Select Funds

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.

Schedule VII.A
Massmutual Select Funds • 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.

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENTS Between and
Massmutual Select Funds • 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”).

AMENDMENT TWO DATED OCTOBER 5, 2020 TO INVESTMENT SUBADVISORY AGREEMENTS Between and
Massmutual Select Funds • 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

AMENDMENT THREE DATED APRIL 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Growth Opportunities Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds

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

administrative and shareholder services agreement
Massmutual Select Funds • 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”).

AMENDMENT ONE DATED OCTOBER 1, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Small Cap Growth Equity Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Select Funds

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

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2020 • Massmutual Select Funds

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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2020 • Massmutual Select Funds

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.

PARTICIPATION AGREEMENT
Participation Agreement • December 3rd, 2020 • Massmutual Select Funds • Massachusetts

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”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS Between MASSMUTUAL SELECT T. ROWE PRICE RETIREMENT FUNDS and
Massmutual Select Funds • 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”).

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