0001193125-15-190191 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT for MML Equity Rotation Fund
Investment Management Agreement • May 15th, 2015 • MML Series Investment Fund II • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of May 15, 2015, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series MML Equity Rotation Fund (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT for MML Equity Rotation Fund
Investment Subadvisory Agreement • May 15th, 2015 • MML Series Investment Fund II • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Babson Capital Management LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Rotation Fund (the “Fund”), a series of MML Series Investment Fund II (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 15th day of May, 2015.

Appendix A
MML Series Investment Fund II • May 15th, 2015

As of May 15, 2015, 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 May 15, 2015, this Appendix A supersedes any previous versions of said Appendix.

FORM OF AMENDMENT DATED MAY 15, 2015 TO AMENDED AND RESTATED SUB-ADMINISTRATIVE SERVICES AND SHAREHOLDER SERVICES AGREEMENT
Sub-Administrative Services And • May 15th, 2015 • MML Series Investment Fund II

WHEREAS, Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts (“MassMutual”), and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”) have entered into an Amended and Restated Sub-Administrative Services and Shareholder Services Agreement dated as of January 9, 2015 (the “Agreement”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 15th, 2015 • MML Series Investment Fund II

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 15th day of May, 2015.

AMENDMENT TWO DATED MAY 1, 2015 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for
Investment Management Agreement • May 15th, 2015 • MML Series Investment Fund II

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MML Series Investment Fund II (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of December 15, 2011 with respect to the MML Short-Duration Bond Fund (the “Fund”);

AMENDMENT DATED MAY 15, 2015 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for MML Series Investment Fund II
Administrative and Shareholder Services Agreement • May 15th, 2015 • MML Series Investment Fund II

WHEREAS, MML Series Investment Fund II (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 May 1, 2015 (the “Agreement”).

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