0001133228-24-006436 Sample Contracts

TWENTIETH 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...
Massmutual Select Funds • July 3rd, 2024

This Twentieth Amendment (this “Amendment”) dated July 1, 2024 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.

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Schedule VII.A
Massmutual Select Funds • July 3rd, 2024

This Schedule VII.A is effective as of February 1, 2024 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 AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • July 3rd, 2024 • Massmutual Select Funds

THIS AGREEMENT (the “Agreement”) is made as of this [ ] day of September, 2024, by and between (i) MassMutual Select Funds, on behalf of (a) MassMutual Growth Opportunities Fund, MassMutual Fundamental Value Fund, and MassMutual Strategic Bond Fund (each, a “Selling Fund” and together, the “Selling Funds”), and (b) MassMutual Blue Chip Growth Fund and MassMutual Diversified Value Fund (each, a “Select Acquiring Fund”) and (ii) MassMutual Premier Funds, on behalf of MassMutual Core Bond Fund (the “Premier Acquiring Fund,” and together with the Select Acquiring Funds, each an “Acquiring Fund” and together, the “Acquiring Funds”). MassMutual Select Funds, in respect of the Select Acquiring Funds, and MassMutual Premier Funds, in respect of MassMutual Core Bond Fund, shall be referred to an “Acquiring Trust” and MassMutual Select Funds, in respect of the Selling Funds, shall be referred to as the “Selling Trust”.

AMENDMENT DATED FEBRUARY 1, 2024 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for MassMutual Select Funds
Administrative and Shareholder Services Agreement • July 3rd, 2024 • 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”).

AMENDMENT FOUR DATED JULY 1, 2023 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Blue Chip Growth Fund
Investment Subadvisory Agreement • July 3rd, 2024 • 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

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