AMENDMENT TWO
DATED OCTOBER 1, 2017 TO
INVESTMENT SUBADVISORY AGREEMENT
For MML Fundamental Growth Fund
WHEREAS, Massachusetts Mutual Life Insurance
Company ("MassMutual") and Wellington Management Company,
LLP (predecessor to Wellington Management Company LLP) (the
"Subadviser") entered into an Investment Subadvisory Agreement
(the "Agreement"), effective as of December 6, 2011, as amended,
relating to the MML Fundamental 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, Section 15 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 4 - Compensation of the Subadviser is
replaced in its entirety with the following:
The Subadviser will bear all expenses in
connection with the performance of its services
under this Subadvisory Agreement, which
expenses shall not include brokerage fees or
commissions in connection with the effectuation
of securities transactions for the Portfolio. For
the services provided and the expenses assumed
pursuant to this Subadvisory Agreement, MML
Advisers agrees to pay the Subadviser and the
Subadviser 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
monthly, 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
WELLINGTON MANAGEMENT COMPANY LLP
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx
Xxxxx
Name: Xxxx Xxxxxx Name: Xxxxxx
Xxxxx
Title: Vice President Title: Senior
Managing Director
Accepted and Agreed to by:
MML SERIES INVESTMENT FUND
on behalf of MML Fundamental Growth Fund
By: __/s/ Xxxxx Hitchcock_________________________
Name: Xxxxx Xxxxxxxxx
Title: CFO and Treasurer
