0001104659-19-069592 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Small Cap Growth Equity Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 24th day of May, 2019.

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INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds • Maryland

This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”), is dated as of September 12, 2019, by and between T. ROWE PRICE ASSOCIATES, INC. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with its principal office at 100 East Pratt Street, Baltimore MD 21202, United States and T. ROWE PRICE JAPAN, INC., (the “Subadviser”), a private company organized and existing under the laws of Japan and a subsidiary of the Adviser, with its office at Gran Tokyo South Tower 7F, I-9-2, Marunouchi, 1-chome, Chiyoda-ku, Tokyo, 100-6607, Japan.

Schedule VII.A
Massmutual Select Funds • December 3rd, 2019

This Schedule VII.A is effective as of February 5, 2019 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

FIFTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE...
Securities Lending Agency Agreement • December 3rd, 2019 • Massmutual Select Funds • Massachusetts

This Fifteenth Amendment (this "Amendment") dated April 4, 2019 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

SIXTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE...
Securities Lending Agency Agreement • December 3rd, 2019 • Massmutual Select Funds • Massachusetts

This Sixteenth Amendment (this "Amendment") dated September 18, 2019 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2019 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of February, 2020.

AMENDMENT ONE DATED FEBRUARY 5, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Value Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and Barrow, Hanley, Mewhinney & Strauss, LLC (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of October 12, 2017, relating to the MassMutual Select Fundamental Value Fund (the "Fund"); and

AMENDMENT ONE DATED APRIL 1, 2018 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Emerging Markets Bond Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price Emerging Markets Bond Fund (the "Fund");

AMENDMENT TWO DATED JUNE 20, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and American Century Investment Management, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of September 9, 2015, as amended, relating to the MassMutual Select Mid-Cap Value Fund (the "Fund"); and

AMENDMENT ONE DATED JULY 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Mid Cap Growth Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Frontier Capital Management Company, LLC (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of June 1, 2012, relating to the MassMutual Select Mid Cap Growth Fund (previously known as the MassMutual Select Mid Cap Growth Equity II Fund) (the “Fund”); and

AMENDMENT ONE DATED APRIL 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund (the "Fund"); and

AMENDMENT ONE DATED SEPTEMBER 12, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Real Assets Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price Real Assets Fund (the "Fund"); and

AMENDMENT TWO DATED APRIL 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, as amended, relating to the MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund (the "Fund"); and

AMENDMENT TWO DATED APRIL 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Blue Chip Growth Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of February 1, 2017, as amended, relating to the MassMutual Select Blue Chip Growth Fund (the "Fund"); and

AMENDMENT TWO DATED APRIL 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Emerging Markets Bond Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, as amended, relating to the MassMutual Select T. Rowe Price Emerging Markets Bond Fund (the "Fund"); and

AMENDMENT ONE DATED APRIL 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Large Cap Blend Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price Large Cap Blend Fund (the "Fund"); and

AMENDMENT TWO DATED OCTOBER 1, 2019 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Overseas Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

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, as amended, relating to the MassMutual Select Overseas Fund (the “Fund”); and

AMENDMENT ONE DATED APRIL 1, 2018 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund
Investment Subadvisory Agreement • December 3rd, 2019 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and T. Rowe Price Associates, Inc. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 10, 2018, relating to the MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund (the "Fund");

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