AMENDMENT TWO DATED JUNE 1, 2011 TO INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Large Cap Value Fund
Exhibit D(6)
AMENDMENT TWO
DATED JUNE 1, 2011 TO
INVESTMENT MANAGEMENT AGREEMENT
for
MassMutual Select Large Cap Value Fund
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and the MassMutual Institutional Funds (now known as the MassMutual Select Funds) (the “Trust”) entered into an Investment Management Agreement (the “Agreement”), effective as of May 1, 2000, as amended, with respect to the MassMutual Select Large Cap Value Fund (the “Fund”), a series of the Trust; and
WHEREAS, MassMutual and the Trust desire to amend the compensation of MassMutual as described in the Agreement:
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 .65% of the first $750 million of average daily net assets of the Fund and .60% on assets in excess of $750 million, 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.
| 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.
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Senior Vice President | |
| MASSMUTUAL SELECT FUNDS on behalf of MassMutual Select Large Cap Value Fund | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxxx | |
| Title: | CFO and Treasurer | |
