Form of INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Retirement 2065 FundInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds • Massachusetts
This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between T. Rowe Price Associates, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select T. Rowe Price Retirement 2065 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 [ ] day of [ ], 2023.
AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT BetweenInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds • Maryland
This AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT is dated as of November 1, 2022, 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 HONG KONG LIMITED (the “Subadviser”), a company incorporated under the laws of Hong Kong whose registered office is 6/F Chater House, 8 Connaught Place, Central Hong Kong.
AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT BetweenInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds • Maryland
This AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT is dated as of November 1, 2022, 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, and T. Rowe Price International Ltd (the "Subadviser"), a corporation organized and existing under the laws of the United Kingdom.
Form of AMENDMENT No. 1 TO RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • November 18th, 2022 • Massmutual Select Funds • Maryland
THIS AMENDMENT, dated as of February 1, 2023 (the “Amendment”), to the Rule 12d1-4 Fund of Funds Investment Agreement, effective as of January 19, 2022 (the “Agreement”), is entered into between each Acquiring Fund, severally and not jointly, (each, an “Acquiring Fund”), and each Acquired Fund, severally and not jointly, (each, an “Acquired Fund” and together with the Acquiring Fund(s), the “Funds”), listed on Schedule A.
Form of INVESTMENT COMPANY PORTFOLIO JOINDER AGREEMENTJoinder Agreement • November 18th, 2022 • Massmutual Select Funds
Each of the funds listed below, being represented by the undersigned, hereby agrees to become a party to, and to be bound by all of the provisions of, the Amended and Restated Reimbursement and Security Agreement, dated December 1, 2021, by and between State Street Bank and Trust Company, a Massachusetts trust company with a place of business at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, and the undersigned registered investment company, of which each of the funds listed below is a portfolio.
Form of AMENDMENT TWO TO DYNAMIC CASH ALLOCATION SERVICES AGREEMENTAllocation Services Agreement • November 18th, 2022 • Massmutual Select Funds
This Amendment to the Amended and Restated Dynamic Cash Allocation Services Agreement is made as of February 1, 2023 by and between each registered investment company listed on Attachment C to the Agreement (defined below) (each, a “Fund” and collectively, the “Funds”) on behalf of its respective series, if any (each, a “Portfolio) and State Street Bank and Trust Company (“State Street”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Dynamic Cash Allocation Services Agreement referred to below.
amendment dated FEBRUARY 1, 2023 to amended and restated administrative and shareholder services agreementAnd Shareholder Services Agreement • November 18th, 2022 • Massmutual Select Funds
WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series listed on Exhibit B thereto (each a “Fund”) and MML Investment Advisers, LLC (the “Manager”) have entered into an Amended and Restated Administrative and Shareholder Services Agreement dated as of April 1, 2014 (the “Agreement”).
Form of Appendix AMassmutual Select Funds • November 18th, 2022
As of February 1, 2023, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II. As of February 1, 2023, this Appendix A supersedes any previous versions of said Appendix.
Form of SPONSORED MEMBER JOINDER AGREEMENTMember Joinder Agreement • November 18th, 2022 • 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 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 • November 18th, 2022 • 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, 2023.
Form of 2nd Amendment to the Rule 12d1-4 Fund of Funds Investment AgreementMassmutual Select Funds • November 18th, 2022
This Amendment (“Amendment”), effective as of February 1, 2023, to the Rule 12d1-4 Fund of Funds Investment Agreement (“Agreement”), dated January 19, 2022, is entered into between the MassMutual Select Funds (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and each trust identified on Schedule A (each a “Trust” and collectively, the “Trusts”), on behalf of itself and each series of the Trusts listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
Form of INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select T. Rowe Price Retirement 2065 FundManagement Agreement • November 18th, 2022 • Massmutual Select Funds • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of February 1, 2023, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Select T. Rowe Price Retirement 2065 Fund (the “Fund”).
AMENDMENT ONE DATED JUNE 22, 2022 TO INVESTMENT SUBADVISORY AGREEMENT for Asset Allocation Services for MassMutual RetireSMARTSM by JPMorgan FundsInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds
WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and J.P. Morgan Investment Management Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of September 24, 2018 relating to the MassMutual RetireSMARTSM by JP Morgan Funds set forth on Schedule A to the Agreement (each a “Fund” and collectively, the “Funds”); and
Form of Appendix AMassmutual Select Funds • November 18th, 2022
As of February 1, 2023, this Appendix A forms a part of the Amended, Restated, and Consolidated Delegation Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II. As of February 1, 2023, this Appendix A supersedes any previous versions of said Appendix.
AMENDMENT THREE DATED SEPTEMBER 21, 2022 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond FundInvestment Subadvisory Agreement • November 18th, 2022 • 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 Limited Duration Inflation Focused Bond Fund (the "Fund"); and
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • November 18th, 2022 • 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 July, 2022.
Form of INVESTMENT MANAGEMENT AGREEMENT for MassMutual RetireSMARTSM by JPMorgan 2065 FundManagement Agreement • November 18th, 2022 • Massmutual Select Funds • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of February 1, 2023, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual RetireSMART by JPMorgan 2065 Fund (the “Fund”).
INVESTMENT SUBADVISORY AGREEMENT BetweenInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds • Maryland
This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”) is dated as of March 7, 2022, 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, and T. Rowe Price Investment Management, Inc. (the “Subadviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • November 18th, 2022 • 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, 2022.
Form of Appendix AMassmutual Select Funds • November 18th, 2022
As of February 1, 2023, this Appendix A forms a part of the FATCA Support Services Agreement dated as of March 2, 2015 (the “Agreement”), between State Street Bank and Trust Company, MassMutual Select Funds, and MassMutual Premier Funds. As of February 1, 2023, this Appendix A supersedes any previous versions of said Appendix.
Form of AMENDMENT FIVE DATED FEBRUARY 1, 2023 TO SUB-ADMINISTRATIVE SERVICES AGREEMENTMassmutual Select Funds • November 18th, 2022
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”).
Form of Schedule VII.AMassmutual Select Funds • November 18th, 2022
This Schedule VII.A is effective as of February 1, 2023 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.
Form of AMENDMENT TWO DATED [ ], 2023 TO INVESTMENT SUBADVISORY AGREEMENT for Asset Allocation Services for MassMutual RetireSMARTSM by JPMorgan FundsInvestment Subadvisory Agreement • November 18th, 2022 • Massmutual Select Funds
WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and J.P. Morgan Investment Management Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of September 24, 2018, as amended, relating to the MassMutual RetireSMARTSM by JP Morgan Funds set forth on Schedule A to the Agreement (each a “Fund” and collectively, the “Funds”); and
1st Amendment to the Rule 12d1-4 Fund of Funds Investment AgreementInvestment Agreement • November 18th, 2022 • Massmutual Select Funds
This Amendment (“Amendment”), effective as of May 17, 2022, to the Rule 12d1-4 Fund of Funds Investment Agreement (“Agreement”), dated January 19, 2022, is entered into between the MassMutual Select Funds (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and each trust identified on Schedule A (each a “Trust” and collectively, the “Trusts”), on behalf of itself and each series of the Trusts listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
Form ofMassmutual Select Funds • November 18th, 2022
