INVESTMENT MANAGEMENT AGREEMENT for MassMutual RetireSMARTSM by JPMorgan 2065 FundInvestment Management Agreement • January 31st, 2023 • 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 AGREEMENTInvestment Subadvisory Agreement • January 31st, 2023 • 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 23rd day of January, 2023.
Form of Schedule VII.AMassmutual Select Funds • January 31st, 2023
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.
AMENDMENT FIVE DATED FEBRUARY 1, 2023 TO SUB-ADMINISTRATIVE SERVICES AGREEMENTServices Agreement • January 31st, 2023 • 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”).
Appendix AAppendix A • January 31st, 2023 • Massmutual Select Funds
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.
AMENDMENT No. 1 TO RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • January 31st, 2023 • Massmutual Select Funds
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 • January 31st, 2023 • 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.
AMENDMENT TWO TO DYNAMIC CASH ALLOCATION SERVICES AGREEMENTAllocation Services Agreement • January 31st, 2023 • 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.
dated FEBRUARY 1, 2023 to amended and restated administrative and shareholder services agreementAnd Shareholder Services Agreement • January 31st, 2023 • 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 SPONSORED MEMBER JOINDER AGREEMENTMember Joinder Agreement • January 31st, 2023 • 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 • January 31st, 2023 • 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.
AMENDMENT ONE DATED JANUARY 1, 2023 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Overseas FundInvestment Subadvisory Agreement • January 31st, 2023 • Massmutual Select Funds
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Harris Associates L.P. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of December 6, 2011, relating to the MassMutual Select Overseas Fund (now known as MassMutual Overseas Fund) (the “Fund”); and
AMENDMENT TWO DATED FEBRUARY 1, 2023 TO INVESTMENT SUBADVISORY AGREEMENT for Asset Allocation Services for MassMutual RetireSMARTSM by JPMorgan FundsInvestment Subadvisory Agreement • January 31st, 2023 • 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
Schedule AMassmutual Select Funds • January 31st, 2023
As of February 1, 2023, this Schedule A forms a part of the Principal Underwriter Agreement dated as of February 6, 2006 (the “Agreement”) between MassMutual Select Funds and MML Distributors, LLC. As of February 1, 2023, this Schedule A supercedes any previous version of said Schedule A.
February 1, 2023Massmutual Select Funds • January 31st, 2023
INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select T. Rowe Price Retirement 2065 FundInvestment Management Agreement • January 31st, 2023 • 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”).
Appendix AAppendix A • January 31st, 2023 • Massmutual Select Funds
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.
2nd Amendment to the Rule 12d1-4 Fund of Funds Investment AgreementInvestment Agreement • January 31st, 2023 • Massmutual Select Funds
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”).
Appendix AAppendix A • January 31st, 2023 • Massmutual Select Funds
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.
