0001193125-12-314501 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of July 25, 2012, is between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MM Russell 2000® Small Cap Index Fund (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • July 25th, 2012 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Northern Trust Investments, Inc. (the “Subadviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MM Russell 2000® Small Cap Index 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 25th day of July, 2012.

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Appendix A
Massmutual Select Funds • July 25th, 2012

As of July 25, 2012, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of July 25, 2012, this Appendix A supersedes any previous versions of said Appendix.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 25th, 2012 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 25th day of July, 2012.

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Diversified International Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Diversified International Fund (the “Fund”); and

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Schedule A
Massmutual Select Funds • July 25th, 2012

As of July 25, 2012, this Schedule A forms a part of the Principal Underwriter Agreement dated as of February 6, 2006 (the “Agreement”) between MassMutual Select Funds and MML Distributors, LLC. As of July 25, 2012, this Schedule A supercedes any previous version of said Schedule A.

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select BlackRock Global Allocation Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select BlackRock Global Allocation Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Cap Value Equity Fund Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Small Cap Value Equity Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Diversified Value Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Diversified Value Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select PIMCO Total Return Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select PIMCO Total Return Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Cap Growth Equity Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Small Cap Growth Equity Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Growth Opportunities Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Growth Opportunities Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Mid-Cap Value Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Company Value Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Small Company Value Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Company Growth Fund
Investment Management Agreement • July 25th, 2012 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Small Company Growth Fund (the “Fund”); and

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