AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 2nd, 2012 • MML Series Investment Fund II • Massachusetts
This Amended and Restated INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 15, 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 MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series MML Blend Fund (the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENT for MML Equity FundInvestment Sub-Advisory Agreement • March 2nd, 2012 • MML Series Investment Fund II • Massachusetts
This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Loomis, Sayles & Company, 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 MML Equity Fund (the “Fund”), a series of MML Series Investment Fund II (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 15th day of March, 2010.
Appendix AMML Series Investment Fund II • March 2nd, 2012
As of December 7, 2011, 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, MML Series Investment Fund and MML Series Investment Fund II. As of December 7, 2011, this Appendix A supersedes any previous versions of said Appendix.
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OFAgreement and Declaration • March 2nd, 2012 • MML Series Investment Fund II • Massachusetts
THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this 15th day of December, 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 first Amended and Restated Agreement and Declaration of Trust made in Springfield, Massachusetts the 28th day of February, 2005.
FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 2nd, 2012 • MML Series Investment Fund II
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 1st day of May, 2012.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 2nd, 2012 • MML Series Investment Fund II
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 15th day of December, 2011.
AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENTCustodian Agreement • March 2nd, 2012 • MML Series Investment Fund II
Amendment dated May 25, 2010, to the Amended, Restated and Consolidated Custodian Agreement (the “Consolidated Agreement”), dated as of January 1, 2008, by and among each open-end management investment company identified on Appendix A of the Consolidated Agreement, and State Street Bank and Trust Company (the “Custodian”). This Amendment is effective only with respect to the MassMutual Premier Funds and MML Series Investment Fund II (each a “Fund”) on behalf of their individual series listed on Appendix A of the Consolidated Agreement (as such Appendix A may be amended from time to time).
Amendment dated February 16, 2012 to Administrative and Shareholder Services AgreementsMML Series Investment Fund II • March 2nd, 2012
WHEREAS, MML Series Investment Fund II (the “Trust”) on behalf of certain 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”).
