AMENDMENT TWO DATED JULY 1, 2023 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for the MassMutual Mid Cap Growth Fund
Exhibit (d)(29)
AMENDMENT TWO
DATED JULY 1, 2023 TO THE
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
for the MassMutual Mid Cap Growth Fund
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, as amended, relating to the MassMutual Select Mid Cap Growth Equity II Fund (now known as the MassMutual Mid Cap Growth Fund) (the "Fund"); and
WHEREAS, MassMutual assigned the Agreement to its wholly-owned affiliate, MML Investment Advisers, LLC ("MML Advisers"), effective April 1, 2014; and
WHEREAS, MML Advisers and the Trust desire to amend the compensation of MML Advisers as described in the Agreement; and
WHEREAS, Section 7 of the Agreement pennits the Agreement to be amended by mutual consent of the 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 4 of the Agreement is hereby deleted in its entirety and replaced with the following: |
The Trust agrees to pay the Manager and the Manager 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 at the annual rate of 0.67% on the first $2 billion of the average daily net assets of the Fund, and 0.62% on assets in excess of $2 billion, determined at the close of the New York Stock Exchange on each day that the Exchange is open for trading and paid on the last day of each month. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund which is permitted by Section 1 l(a) of the Securities Exchange Act of 1934, as amended, and Rule 11 a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule l la2-2(T)(a)(2)(iv).
3. | Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects. |
Signature Page Follows
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 | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | ||
Title: Vice President |
MASSMUTUAL SELECT FUNDS on behalf of the MassMutual Mid Cap Growth Fund | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx | ||
Title: CFO and Treasurer |