AMENDMENT # 1 DATED JUNE 1, 2015 TO INVESTMENT SUB-ADVISORY AGREEMENT for MML Small Company Value Fund
Exhibit D(94)
AMENDMENT # 1
DATED JUNE 1, 2015 TO
INVESTMENT SUB-ADVISORY AGREEMENT
for MML Small Company Value Fund
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and X. Xxxx Price Associates, Inc. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of February 25, 2009, relating to the MML Small Company Value Fund (the “Fund”); and
WHEREAS, MassMutual assigned the Agreement to MML Investment Advisers, LLC (“MML Advisers”) on April 1, 2014; and
WHEREAS, Section 20 of the Agreement permits the Agreement to be amended by a written instrument approved in writing by both parties;
NOW THEREFORE, IT IS AGREED THAT:
| 1. | Capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Agreement. |
| 2. | Section 6(a) – Compensation of the Sub-Adviser is replaced in its entirety with the following: |
MML Advisers agrees to pay the Sub-Adviser and the Sub-Adviser agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee paid quarterly, in arrears, at the following rate [ ]
| 3. | Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Amendment to be executed by their duly authorized officers or other representatives as of the day and year first above written.
| MML INVESTMENT ADVISERS, LLC | X. XXXX PRICE ASSOCIATES, INC. | |
| By: /s/ Xxxxx Xxxxxxxxx | By: /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | Name: Xxxxxxx Xxxxxxxx | |
| Title: Vice President | Title: Vice President | |
Accepted and Agreed to by:
on behalf of MML Small Company Value Fund
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: CFO and Treasurer
