0001104659-21-146373 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • December 3rd, 2021 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Thompson, Siegel & Walmsley LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Mid Cap Value 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 22nd day of July, 2021.

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INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • December 3rd, 2021 • Massmutual Select Funds • Maryland

This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), is entered into as of April 1, 2021, 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, Maryland 21202, United States and T. Rowe Price Singapore Private Ltd. (the “Subadviser”), a subsidiary of the Adviser and a Singapore limited company organized and existing under the laws of Singapore with its principal office at 501 Orchard Road, #10-02 Wheelock Place, Singapore 238880.

THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT BETWEEN EACH INVESTMENT COMPANY IDENTIFIED ON SCHEDULE VII.A OF THE MASTER REPURCHASE AGREEMENT DATED AS OF JANUARY 1, 2008 AND STATE STREET BANK AND TRUST COMPANY
Master Repurchase Agreement • December 3rd, 2021 • Massmutual Select Funds • New York

This Amendment (this “Amendment”), dated as of November 1, 2021, is between State Street Bank and Trust Company (“State Street”) and each investment company identified on Schedule VII.A to the Master Repurchase Agreement between the parties dated as of January 1, 2008 (the “Funds”), as amended, as in effect on the date hereof prior to giving effect to this Amendment (the “Master Repurchase Agreement”). State Street and the Funds would like to amend the Master Repurchase Agreement as set forth herein.

AMENDED AND RESTATED REIMBURSEMENT AND SECURITY AGREEMENT
Reimbursement and Security Agreement • December 3rd, 2021 • Massmutual Select Funds • New York

This Reimbursement and Security Agreement, dated December 1, 2021 (this “Agreement”), is made by and between State Street Bank and Trust Company (“State Street”), a Massachusetts trust company with a place of business at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, and each of the entities listed on Schedule A hereto and, in the case of a registered investment company, each of the portfolios listed on Schedule A and any portfolio of such registered investment company that is not listed on Schedule A but that may engage in the transactions described below after the date of this Agreement and that agrees to be bound by this Agreement by entering into a joinder agreement in substantially the form of Annex I attached hereto (collectively, the “Clients” and each, a “Client”). This Agreement replaces and supersedes in its entirety that certain Reimbursement and Security Agreement dated September 14, 2017 between the Clients and State Street.

AMENDMENT NUMBER 4 TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 3rd, 2021 • Massmutual Select Funds

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of April 19, 2021 and effective as of November 1, 2020 by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

FORM OF AMENDMENT FOUR DATED [ ], 2021 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • December 3rd, 2021 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts (“MassMutual”), and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), have entered into a Sub-Administrative Services Agreement dated as of April 1, 2014 (the “Agreement”).

FATCA AND NON-US FATCA SUPPORT SERVICES AGREEMENT
Fatca and Non-Us Fatca Support Services Agreement • December 3rd, 2021 • Massmutual Select Funds • Massachusetts

AGREEMENT (this “Agreement”) made as of the 18th day of March, 2021 by and between STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of The Commonwealth of Massachusetts, United States of America, with its principal place of business at One Lincoln Street, Boston, Massachusetts 02111 (the “Services Provider”), and those funds and other investment vehicles set forth on Appendix A hereto, severally and not jointly (each such fund and investment vehicle and each fund and investment vehicle made subject to this Agreement in accordance with Section 26 below shall hereinafter be referred to as a “Fund” and collectively as the “Funds”, collectively with the Services Provider, the “Parties”, or a “Party”). Although the Services Provider and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Services Provider had executed a separate Agree

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2021 • 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 August, 2021.

FORM OF FIRST AMENDMENT TO FATCA SUPPORT SERVICES AGREEMENT
Fatca Support Services Agreement • December 3rd, 2021 • Massmutual Select Funds

This amendment, dated [ ], 2021, is made to the FATCA Support Services Agreement, dated as of March 2, 2015, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street”) (the “Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.

AMENDMENT THREE DATED MAY 1, 2021 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Blue Chip Growth Fund
Investment Subadvisory Agreement • December 3rd, 2021 • 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 (now known as MassMutual Blue Chip Growth Fund) (the "Fund"); and

AMENDMENT NUMBER 5 TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 3rd, 2021 • Massmutual Select Funds

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of December 1, 2021 by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”). Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.

SPONSORED MEMBER JOINDER AGREEMENT
Sponsored Member Joinder Agreement • December 3rd, 2021 • Massmutual Select Funds

The fund listed below, being represented by the undersigned, hereby agrees to be bound by all of the provisions of the FIXED INCOME CLEARING CORPORATION SPONSORED MEMBERSHIP AGREEMENT, dated October 10, 2017, by and between the Fixed Income Clearing Corporation, State Street Bank and Trust Company, and MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund, and MML Series Investment Fund II, each on behalf of its series set forth on Schedule 1 thereto or on Sponsored Member Joinder Agreements.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2021 • 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 10th day of August, 2021.

FIRST AMENDMENT TO SECOND AMENDED, RESTATED AND CONSOLIDATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 3rd, 2021 • Massmutual Select Funds

This amendment, dated October 16, 2021, is made to the SECOND AMENDED, RESTATED AND CONSOLIDATED TRANSFER AGENCY AND SERVICE AGREEMENT, dated as of April 1, 2014, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among MassMutual Select Funds, MassMutual Premier Funds, and State Street Bank and Trust Company (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DELEGATION AGREEMENT
Delegation Agreement • December 3rd, 2021 • Massmutual Select Funds

This amendment, dated December 1, 2021 and effective with respect to the MassMutual Advantage Funds and each of its current series, MassMutual Emerging Markets Debt Blended Total Return Fund, MassMutual Global Credit Income Opportunities Fund, MassMutual Global Emerging Markets Equity Fund, and MassMutual Global Floating Rate Fund, only upon State Street Bank and Trust Company taking custody of its assets, is made to the AMENDED, RESTATED AND CONSOLIDATED DELEGATION AGREEMENT, dated as of January 1, 2008, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (the “Delegate”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2021 • 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, 2022.

SPONSORED MEMBER JOINDER AGREEMENT
Sponsored Member Joinder Agreement • December 3rd, 2021 • Massmutual Select Funds

The funds listed below, being represented by the undersigned, hereby agree to be bound by all of the provisions of the FIXED INCOME CLEARING CORPORATION SPONSORED MEMBERSHIP AGREEMENT, dated October 10, 2017, by and between the Fixed Income Clearing Corporation, State Street Bank and Trust Company, and MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund, and MML Series Investment II, each on behalf of its series set forth on Schedule 1 thereto or on Sponsored Member Joinder Agreements.

AMENDMENT THREE DATED AUGUST 1, 2021 TO INVESTMENT SUBADVISORY AGREEMENTS Between and
Investment Subadvisory Agreement • December 3rd, 2021 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC (the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) entered into Investment Subadvisory Agreements (each, an “Investment Subadvisory Agreement”) between them relating to each of the open-end investment companies listed on Schedule 1 (each, a “Fund”), dated as of January 10, 2018, as amended;

SIXTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • December 3rd, 2021 • Massmutual Select Funds

This amendment, dated December 1, 2021 and effective with respect to the MassMutual Advantage Funds and each of its current series, MassMutual Emerging Markets Debt Blended Total Return Fund, MassMutual Global Credit Income Opportunities Fund, MassMutual Global Emerging Markets Equity Fund, and MassMutual Global Floating Rate Fund, only upon State Street Bank and Trust Company taking custody of its assets, is made to the AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT, dated as of January 1, 2008, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

AMENDMENT ONE DATED OCTOBER 1, 2021 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Blue Chip Growth Fund
Investment Subadvisory Agreement • December 3rd, 2021 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and Loomis, Sayles & Company, L.P. (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of January 9, 2015, relating to the MassMutual Blue Chip Growth Fund (the "Fund"); and

AMENDMENT ONE DATED MAY 1, 2021 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Total Return Bond Fund
Investment Subadvisory Agreement • December 3rd, 2021 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC ("MML Advisers") and Metropolitan West Asset Management, LLC (the "Subadviser") entered into an Investment Subadvisory Agreement (the "Agreement"), effective as of November 19, 2014, relating to the MassMutual Select Total Return Bond Fund (now known as MassMutual Total Return Bond Fund) (the "Fund"); and

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2021 • 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 31st day of March, 2021.

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NINETEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF...
Securities Lending Agency Agreement • December 3rd, 2021 • Massmutual Select Funds • Massachusetts

This Nineteenth Amendment (this “Amendment”) dated December 1, 2021 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2021 • 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 August, 2021.

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