Amendment dated May 12, 2009 to Administrative and Shareholder Services Agreements
Exhibit H(5)
Amendment
dated May 12, 2009 to
Administrative and Shareholder Services Agreements
WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).
WHEREAS, the Trust, on behalf of each Fund, and the Manager wish to amend the Agreements as follows:
Pursuant to Article V, Section C, the following hereby replaces, in its entirety, Article II, Section A: Expenses
ARTICLE II: EXPENSES
A. Expenses. The Manager shall assume all expenses of the Trust and the Fund, including the Manager’s reasonable out-of-pocket disbursements; provided, however, that the Fund or the Trust shall pay:
| 1. | Taxes and corporate fees payable to governmental agencies; |
| 2. | Brokerage commissions (which may be higher than other brokers would charge if paid to a broker which provides brokerage and research services to the Manager for use in providing investment advice and management to the Fund and other accounts over which the Manager exercises investment discretion) and other capital items payable in connection with the purchase or sale of the Fund’s investments (The words “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the Rules and Regulations thereunder.); |
| 3. | Interest on account of any borrowing by the Fund; |
| 4. | Fees and expenses of the Trust’s Trustees who are not officers or employees of the Manager or an affiliate; |
| 5. | Fees payable to the Trust’s certified independent public accountants; |
| 6. | Fees paid to the Trust’s independent legal counsel; |
| 7. | Fees paid to the Trust’s outside legal counsel; |
| 8. | Fees paid to the Fund’s custodian; |
| 9. | Fees paid to the Fund’s Investment Manager; |
| 10. | Payments due pursuant to any 12b-1 Plan adopted by the Trust and applicable to the Fund; |
| 11. | Fees paid for each Fund’s fidelity bond insurance; |
| 12. | Fees paid for D&O insurance for the Trust’s Trustees; |
| 13. | Fees paid to the Trust’s service provider for compliance with the Trust’s annual Form N-PX filing; |
| 14. | Fees paid for subscriptions to investment company-related periodicals for the Trust’s Trustees; |
| 15. | Fees and expenses related to (i) Board-related matters, (ii) the production and printing of periodic reports including, but not limited to, annual and semi-annual reports and (iii) the production and printing of prospectuses that are sent to existing, and not prospective, shareholders; and |
| 16. | Fees paid to independent third parties for materials to be used in connection with the Trustees’ annual approval of investment management and investment sub-advisory agreements for the Funds. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
| on behalf of each of its series | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Xxxxxxxx Xxxxxxxxx CFO and Treasurer | ||
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx Corporate Vice President | ||
Appendix A
MassMutual Select Strategic Bond Fund
MassMutual Select Strategic Balanced Fund
MassMutual Select Diversified Value Fund
MassMutual Select Fundamental Value Fund
MassMutual Select Value Equity Fund
MassMutual Select Large Cap Value Fund
MassMutual Select Indexed Equity Fund
MassMutual Select Core Opportunities Fund
MassMutual Select Blue Chip Growth Fund
MassMutual Select Large Cap Growth Fund
MassMutual Select Aggressive Growth Fund
MassMutual Select NASDAQ-100 Fund
MassMutual Select Focused Value Fund
MassMutual Select Mid-Cap Value Fund
MassMutual Select Small Cap Value Equity Fund
MassMutual Select Small Company Value Fund
MassMutual Select Mid Cap Growth Equity Fund
MassMutual Select Mid Cap Growth Equity II Fund
MassMutual Select Small Cap Growth Equity Fund
MassMutual Select Small Company Growth Fund
MassMutual Select Emerging Growth Fund
MassMutual Select Diversified International Fund
MassMutual Select Overseas Fund
MassMutual Select Destination Retirement Income Fund
MassMutual Select Destination Retirement 2010 Fund
MassMutual Select Destination Retirement 2020 Fund
MassMutual Select Destination Retirement 2030 Fund
MassMutual Select Destination Retirement 2040 Fund
MassMutual Select Destination Retirement 2050 Fund
