0001193125-12-034602 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Company Growth Fund
Investment Management Agreement • February 1st, 2012 • Massmutual Select Funds • Massachusetts

This Amended and Restated INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of November 21, 2011, is between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Select Small Company Growth Fund (the “Fund”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MASSMUTUAL SELECT FUNDS
Agreement and Declaration • February 1st, 2012 • Massmutual Select Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this 21st day of November, 2011 by the Trustees hereunder and the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amends and restates the Agreement and Declaration of Trust made in Springfield, Massachusetts the 28th day of May, 1993, as amended.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 1st, 2012 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 2nd day of April, 2012.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 1st, 2012 • 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 7th day of December, 2011.

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