0001144204-19-004141 Sample Contracts

FOURTEENTH 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, 2019 • Massmutual Select Funds • Massachusetts

This Fourteenth Amendment (this "Amendment") dated December 13, 2018 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.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 31st, 2019 • 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, 2019.

SUPPLEMENT TO SECOND AMENDED, RESTATED AND CONSOLIDATED TRANSFER AGENCY AND SERVICE AGREEMENT
And Consolidated Transfer Agency and Service Agreement • January 31st, 2019 • Massmutual Select Funds

The Second Amended, Restated and Consolidated Transfer Agency and Service Agreement, dated and effective as of April 1, 2014 (the “Consolidated Agreement”) as it may be amended, supplemented, restated or otherwise modified from time to time, by and between State Street Bank and Trust Company (the “Bank”), a Massachusetts trust company, and MassMutual Premier Funds and MassMutual Select Funds (each a “Trust” and together, the “Trusts”), each on behalf of its respective funds listed on Appendix A to the Consolidated Agreement (each a “Fund” and together, the “Funds”) and which may be amended from time to time, is hereby supplemented as of September 5, 2018 (the “Effective Date”) in the manner set forth below (the “Supplement”). References herein to a Fund shall be construed to mean the relevant Trust on behalf of such Fund.

FUND OF FUNDS PARTICIPATION AGREEMENT
Participation Agreement • January 31st, 2019 • Massmutual Select Funds

This Fund of Funds Participation Agreement (the “Agreement”) is made as of the date set forth below between MASSMUTUAL SELECT FUNDS (the “Investing Management Company”), on behalf of each fund of funds series named on Schedule A hereto (each such fund of funds a “Fund of Funds,” and collectively, the “Funds of Funds”); MML INVESTMENT ADVISERS, LLC, the investment adviser to the Funds of Funds (the “Fund of Funds Adviser”); DFA INVESTMENT DIMENSIONS GROUP INC. (the “Underlying Management Company”), on behalf of each series named on Schedule B hereto (each such series an “Underlying Fund,” and collectively, the “Underlying Funds”); and DIMENSIONAL FUND ADVISORS LP (the “Advisor” or “Dimensional”), the investment adviser and/or administrator to the Underlying Funds.

Appendix A
Appendix A • January 31st, 2019 • Massmutual Select Funds

As of January 10, 2018, this Appendix A forms a part of the FATCA Support Services Agreement dated as of March 2, 2015 (the “Agreement”), between State Street Bank and Trust Company, MassMutual Premier Funds, and MassMutual Select Funds. As of January 10, 2018, this Appendix A supercedes any previous versions of said Appendix.

AMENDMENT ONE DATED JANUARY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Bond Asset Fund
Investment Subadvisory Agreement • January 31st, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price Bond Asset Fund (the "Fund"); and

AMENDMENT ONE DATED JANUARY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Diversified Value Fund
Investment Subadvisory Agreement • January 31st, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of September 21, 2017, relating to the MassMutual Select Diversified Value Fund (the “Fund”); and

AMENDED AND RESTATED Dynamic Cash Allocation Services Agreement
Dynamic Cash Allocation Services Agreement • January 31st, 2019 • Massmutual Select Funds • Massachusetts

This Dynamic Cash Allocation Services Agreement (“Agreement”) dated as of August 28, 2018 and effective as of August 8, 2018 by and between State Street Bank and Trust Company (“State Street”) and each of the registered investment companies listed on Attachment C (each, a “Fund”) on behalf of their respective series, listed on Attachment C (each, a “Portfolio”).

AMENDMENT ONE DATED JANUARY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price International Equity Fund
Investment Subadvisory Agreement • January 31st, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price International Equity Fund (the "Fund"); and

AMENDMENT TWO DATED JANUARY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Equity Opportunities Fund
Investment Subadvisory Agreement • January 31st, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of March 28, 2017, as amended, relating to the MassMutual Select Equity Opportunities Fund (the "Fund"); and

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