0001193125-15-394308 Sample Contracts

Form of EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 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 1st day of February, 2016.

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FORM OF AMENDMENT TWO DATED JANUARY 1, 2016 TO THE INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Total Return Bond Fund
Investment Management Agreement • December 3rd, 2015 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select PIMCO Total Return Fund (now known as the MassMutual Select Total Return Bond Fund) (the “Fund”);

FORM OF AMENDMENT DATED JANUARY 1, 2016 TO THE INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Small Cap Value Equity Fund
Investment Management Agreement • December 3rd, 2015 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Small Cap Value Equity Fund (the “Fund”);

FORM OF AMENDMENT TWO DATED JANUARY 1, 2016 TO THE INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Management Agreement • December 3rd, 2015 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Select Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Select Mid-Cap Value Fund (the “Fund”);

FORM OF AMENDMENT # 1 DATED DECEMBER 1, 2015 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Mid-Cap Value Fund
Investment Subadvisory Agreement • December 3rd, 2015 • Massmutual Select Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Systematic Financial Management, L.P. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of June 1, 2012, relating to the MassMutual Select Mid-Cap Value Fund (the “Fund”); and

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