AMENDMENT ONE
DATED OCTOBER 1, 2017 TO
INVESTMENT SUBADVISORY AGREEMENT
For MML Growth & Income Fund
WHEREAS, Massachusetts Mutual Life Insurance
Company ("MassMutual") and Massachusetts Financial Services
Company (the "Subadviser") entered into an Investment
Subadvisory Agreement (the "Agreement"), effective as of March
1, 2014, relating to the MML Growth & Income 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
MASS
ACHUSETTS
FINANCIAL
SERVICES
COMPANY
By: __/s/ Xxxx Wilson_________________ By: /s/ Xxxxx
Xxxxxx
Name: Xxxx Xxxxxx Name: Xxxxx
Xxxxxx
Title: Vice President Title:
Executive Vice President
Accepted and Agreed to by:
MML SERIES INVESTMENT FUND
on behalf of MML Growth & Income Fund
By: __/s/ Xxxxx Hitchcock________________
Name: Xxxxx Xxxxxxxxx
Title: CFO and Treasurer
