0001193125-09-193730 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Sub-Advisory Agreement • September 17th, 2009 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Systematic Financial Management, L.P. (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select 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 16th day of June, 2009.

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AMENDMENT No. 2 DATED JUNE 16, 2009 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Sub-Advisory Agreement • September 17th, 2009 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Cooke & Bieler, L.P. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement, effective as of August 29, 2006, as amended (the “Agreement”), relating to the MassMutual Select Mid-Cap Value Fund;

Amendment dated May 12, 2009 to Administrative and Shareholder Services Agreements
Administrative and Shareholder Services Agreements • September 17th, 2009 • Massmutual Select Funds

WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).

AMENDMENT DATED AUGUST 11, 2009 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Overseas Fund
Investment Sub-Advisory Agreement • September 17th, 2009 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Harris Associates L.P. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of August 6, 2001, as amended, relating to the MassMutual Overseas Fund (now known as the MassMutual Select Overseas Fund);

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