0001193125-08-072145 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Value Equity Fund
Sub-Advisory Agreement • April 1st, 2008 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Pyramis Global Advisors, LLC (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select Value Equity Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 1st day of April, 2008.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 1st, 2008 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of April, 2008.

AMENDMENT DATED APRIL 1, 2008 TO INVESTMENT MANAGEMENT AGREEMENTS for MassMutual Select Destination Retirement Income Fund MassMutual Select Destination Retirement 2010 Fund MassMutual Select Destination Retirement 2020 Fund MassMutual Select...
Massmutual Select Funds • April 1st, 2008

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and the MassMutual Institutional Funds (now known as the MassMutual Select Funds) (the “Trust”) entered into Investment Management Agreements (the “Agreements”) with respect to the MassMutual Select Destination Retirement Income Fund, MassMutual Select Destination Retirement 2010 Fund, MassMutual Select Destination Retirement 2020 Fund, MassMutual Select Destination Retirement 2030 Fund and MassMutual Select Destination Retirement 2040 Fund, each effective as of December 31, 2003, and with respect to the MassMutual Select Destination Retirement 2050 Fund, effective as of December 17, 2007 (“together, the Funds”), each a series of the Trust; and

AMENDMENT DATED DECEMBER 3, 2007 TO INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Blue Chip Growth Fund
Investment Management Agreement • April 1st, 2008 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and the MassMutual Institutional Funds (now known as the MassMutual Select Funds) (the “Trust”) entered into an Investment Management Agreement (the “Agreement”), effective as of June 1, 2001, relating to the MassMutual Blue Chip Growth Fund (now known as the MassMutual Select Blue Chip Growth Fund) (“the Fund”), a series of the Trust; and

AMENDMENT DATED APRIL 1, 2008 TO INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Large Cap Value Fund
Investment Management Agreement • April 1st, 2008 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and the MassMutual Institutional Funds (now known as the MassMutual Select Funds) (the “Trust”) entered into an Investment Management Agreement (the “Agreement”), effective as of May 1, 2000 with respect to the MassMutual Select Large Cap Value Fund (the “Fund”), a series of the Trust; and

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