0001193125-09-245088 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Select Global Allocation Fund
Investment Sub-Advisory Agreement • December 1st, 2009 • Massmutual Select Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between BlackRock Investment Management, LLC (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 Global Allocation Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 27th day of November, 2009.

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INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Funds
Investment Management Agreement • December 1st, 2009 • Massmutual Select Funds

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective this 27th day of November, 2009.

Appendix A
Sub-Administration Agreement • December 1st, 2009 • Massmutual Select Funds

As of November 27, 2009, this Appendix A forms a part of the Amended, Restated and Consolidated Sub-Administration Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, Massachusetts Mutual Life Insurance Company and the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of November 27, 2009, this Appendix A supersedes any previous versions of said Appendix.

Appendix A
Transfer Agency and Service Agreement • December 1st, 2009 • Massmutual Select Funds

As of November 27, 2009, this Appendix A forms a part of the Amended, Restated and Consolidated Transfer Agency and Service Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Premier Funds, MassMutual Select Funds and Massachusetts Mutual Life Insurance Company. As of November 27, 2009, this Appendix A supercedes any previous versions of said Appendix.

GLOBAL CUSTODY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS on behalf of each investment company identified as a Customer in Exhibit A attached hereto individually and severally, and not jointly and severally AND BROWN BROTHERS HARRIMAN & CO. As of...
Global Custody Agreement • December 1st, 2009 • Massmutual Select Funds • New York

This Agreement, dated as of November 27, 2009, is by and between Brown Brothers Harriman & Co. (“Bank”), with a place of business at 40 Water Street, Boston, Massachusetts 02109; and MassMutual Select Funds, a Massachusetts business trust which is organized as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with a place of business at 1295 State Street, Springfield, Massachusetts, 01111, on behalf of each of its individual series identified on Exhibit A attached hereto (each hereinafter referred to as the “Customer”) individually and severally, and not jointly and severally.

Schedule A
Principal Underwriter Agreement • December 1st, 2009 • Massmutual Select Funds

As of November 27, 2009, 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 November 27, 2009, this Schedule A supercedes any previous version of said Schedule A.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 1st, 2009 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of December, 2009.

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