AMENDMENT DATED AUGUST 11, 2009 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Overseas Fund
Exhibit D(34)
AMENDMENT
DATED AUGUST 11, 2009 TO
INVESTMENT SUB-ADVISORY AGREEMENT
for MassMutual Select Overseas Fund
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Xxxxxx Associates L.P. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of August 6, 2001, as amended, relating to the MassMutual Overseas Fund (now known as the MassMutual Select Overseas Fund);
WHEREAS, Section 15 of the Agreement permits the Agreement to be amended by a written instrument approved in writing by both parties; and
WHEREAS, MassMutual and the Sub-Adviser desire to amend the compensation of the Sub-Adviser 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: |
| MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser 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 quarterly, 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.
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx Title: Corporate Vice President | ||
| XXXXXX ASSOCIATES L.P. | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx Title: Vice President and General Counsel | ||
Accepted and Agreed to by:
on behalf of MassMutual Select Overseas Fund
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxx Title: CFO and Treasurer | ||
2
