FORM OF INVESTMENT SUBADVISORY AGREEMENTInvestment Subadvisory Agreement • March 2nd, 2022 • MML Series Investment Fund II • Massachusetts
This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Western Asset Management Company Limited (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Dynamic Bond Fund (the “Fund”), a series of MML Series Investment Fund II (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 29th day of April, 2022.
SUB-SUB-ADVISORY AGREEMENTSub-Sub-Advisory Agreement • March 2nd, 2022 • MML Series Investment Fund II • Massachusetts
This SUB-SUB-ADVISORY AGREEMENT, dated as of February 1, 2022 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Sub-Adviser”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England and Wales (the “Sub-Sub-Adviser”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 2nd, 2022 • MML Series Investment Fund II • Delaware
THIS AMENDED AND RESTATED FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of February 22, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
Form Of Schedule VII.ASchedule • March 2nd, 2022 • MML Series Investment Fund II
This Schedule VII.A is effective as of April 29, 2022 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.
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 COMPANYMaster Repurchase Agreement • March 2nd, 2022 • MML Series Investment Fund II • 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 AGREEMENTReimbursement and Security Agreement • March 2nd, 2022 • MML Series Investment Fund II • 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.
ELEVENTH AMENDMENT TO PARTICIPATION AGREEMENT REGARDING RULES 30e-3 AND 498AParticipation Agreement • March 2nd, 2022 • MML Series Investment Fund II
Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, and MML Bay State Life Insurance Company (individually and collectively, the “Company”), MML Series Investment Fund II (“MML Trust”), a business trust organized under the laws of the Commonwealth of Massachusetts, and MML Investment Advisers, LLC (the “Adviser”), a Delaware limited liability company, entered into a certain participation agreement dated November 17, 2005 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of June 2, 2021, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), MML Trust, and the Adviser (collectively, the “Parties”).
February 22, 2022 BlackRock Funds Attn: Chief Compliance Officer New York, NY 10022 RE: Modified Terms Regarding the BlackRock Fund of Funds Investment AgreementBlackrock Fund of Funds Investment Agreement • March 2nd, 2022 • MML Series Investment Fund II
This letter agreement, dated as of February 22, 2022, by and among MML Series Investment Fund II and MassMutual Select Funds (each an “Acquiring Funds Registrant”) on behalf of MML Blend Fund, MML iShares® 60/40 Allocation Fund, MML iShares® 80/20 Allocation Fund, and MassMutual Select BlackRock Global Allocation Fund, respectively, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and iShares Trust, iShares, Inc., and iShares U.S. ETF Trust (each, an “Acquired Funds Registrant”), each on behalf of all current and future series thereof, severally and not jointly (each, an “Acquired Fund” and collectively, the “Acquired Funds”), shall become effective on February 22, 2022. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as in the Agreement, as defined below.
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 • March 2nd, 2022 • MML Series Investment Fund II • 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.
AMENDMENT ONE DATED FEBRUARY 1, 2022 TO INVESTMENT SUB-ADVISORY AGREEMENT for MML High Yield FundInvestment Sub-Advisory Agreement • March 2nd, 2022 • MML Series Investment Fund II
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Babson Capital Management LLC (now known as Barings LLC) (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of May 1, 2010, relating to the MML High Yield Fund (the “Fund”); and
FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 2nd, 2022 • MML Series Investment Fund II
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 1st day of May, 2022.
AMENDMENT NUMBER 5 TO SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • March 2nd, 2022 • MML Series Investment Fund II
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.
SIXTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENTCustodian Agreement • March 2nd, 2022 • MML Series Investment Fund II
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.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 2nd, 2022 • MML Series Investment Fund II
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 18th day of November, 2020, as it relates to the MML Equity Momentum Fund and MML Special Situations Fund, and the 23rd day of November, 2020, as it relates to the MML Equity Rotation Fund.
SPONSORED MEMBER JOINDER AGREEMENTSponsored Member Joinder Agreement • March 2nd, 2022 • MML Series Investment Fund II
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 Fund II, each on behalf of its series set forth on Schedule 1 thereto or on Sponsored Member Joinder Agreements.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 2nd, 2022 • MML Series Investment Fund II
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 1st day of July, 2021.
SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DELEGATION AGREEMENTDelegation Agreement • March 2nd, 2022 • MML Series Investment Fund II
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.
