0001193125-15-385457 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 23rd, 2015 • Massmutual Select Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of November 23, 2015, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual RetireSMARTSM 2060 Fund (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • November 23rd, 2015 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between OFI Global Institutional, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select Small Cap Growth Equity 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 19th day of October, 2015.

Appendix A
Massmutual Select Funds • November 23rd, 2015

As of November 23, 2015, 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 November 23, 2015, this Appendix A supersedes any previous versions of said Appendix.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 23rd, 2015 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 23rd day of November, 2015.

AMENDMENT DATED NOVEMBER 23, 2015 TO SUPPLEMENTAL SHAREHOLDER SERVICES AGREEMENT
Supplemental Shareholder Services Agreement • November 23rd, 2015 • Massmutual Select Funds

WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series listed on Exhibit A thereto (each a “Fund”) and Massachusetts Mutual Life Insurance Company (the “Company”) have entered into a Supplemental Shareholder Services Agreement dated as of April 1, 2014 (the “Agreement”).

FUND SERVICING AGREEMENT
Fund Servicing Agreement • November 23rd, 2015 • Massmutual Select Funds

WHEREAS, MML Investment Advisers, LLC, a Delaware limited liability company, located at 100 Bright Meadow Boulevard, Enfield Connecticut, 06082 (the “Company”), and Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company located at 1295 State Street, Springfield, Massachusetts, 01111 (the “Recordkeeper”), have entered into a Fund Servicing Agreement dated as of April 1, 2014 (the “Agreement”), in respect of each investment company (each, a “Trust”) registered under the Investment Company Act of 1940, as amended, and each series thereof (or class of shares of a series thereof) listed in Schedule A thereto, as updated from time to time by Company (the “Funds”).

Schedule A
Massmutual Select Funds • November 23rd, 2015

As of November 23, 2015, 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 23, 2015, this Schedule A supercedes any previous version of said Schedule A.

AMENDMENT DATED NOVEMBER 23, 2015 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • November 23rd, 2015 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts (“MassMutual”), and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), have entered into a Sub-Administrative Services Agreement dated as of April 1, 2014 (the “Agreement”).

AMENDMENT DATED NOVEMBER 23, 2015 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
Administrative and Shareholder Services Agreement • November 23rd, 2015 • 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”).

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