INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 27th, 2017 • Massmutual Select Funds • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ ], 2018 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 Select T. Rowe Price Large Cap Blend Fund (the “Fund”).
INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Retirement 2005 FundInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds • Massachusetts
This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between T. Rowe Price Associates, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Select T. Rowe Price Retirement 2005 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 [ ] day of [ ], 2018.
February 1, 2017 Enfield, CT 06082 Attention: RS Investment Management Ladies and Gentlemen:Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
Form OfSubadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
Form of Appendix ACustodian Agreement • October 27th, 2017 • Massmutual Select Funds
As of [ ], 2018, 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, the MassMutual Select Cayman Global Allocation Fund I, Ltd., and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of [ ], 2018, this Appendix A supersedes any previous versions of said Appendix.
Form OfSubadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
June 7, 2017 State Street Bank and Trust Company Transfer Agent Division Attention: John Muha, Vice President One Heritage Drive, Mailstop: OHD/1E North Quincy, MA 02171Transfer Agency and Service Agreement • October 27th, 2017 • Massmutual Select Funds
Reference is hereby made to that certain Second Amended, Restated and Consolidated Transfer Agency and Service Agreement dated as of April 1, 2014, by and among State Street Bank and Trust Company (the “Bank” or the “Transfer Agent”), MassMutual Premier Funds (“MassMutual Premier Funds”), and MassMutual Select Funds (“MassMutual Select Funds”), (collectively the “Trusts”), pursuant to which State Street provides transfer agency and certain other services to the Trusts (as amended, supplemented, or modified from time to time, the “Consolidated Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Consolidated Agreement.
Form of INVESTMENT SUBADVISORY AGREEMENT BetweenInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds • Maryland
This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), is dated as of [ ] [ ], 2018, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland , United States of America and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.
Form of Executive Summary LetterSecond Amended, Restated and Consolidated Transfer Agency and Service Agreement • October 27th, 2017 • Massmutual Select Funds
Form of AMENDMENT ONE DATED OCTOBER 1, 2017 TO INVESTMENT SUBADVISORY AGREEMENT For MassMutual Select Overseas FundInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Massachusetts Financial Services Company (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of March 1, 2014, relating to the MassMutual Select Overseas Fund (the “Fund”); and
FORM OF FIFTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENTCustodian Agreement • October 27th, 2017 • Massmutual Select Funds
This amendment, effective [ ], 2017 is made to the AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT, dated as of January 1, 2008, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.
AMENDMENT ONE DATED OCTOBER 1, 2017 TO INVESTMENT SUBADVISORY AGREEMENT For MassMutual Select Growth Opportunities FundInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and Jackson Square Partners, LLC (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of May 1, 2014, relating to the MassMutual Select Growth Opportunities Fund (the “Fund”); and
Form of AMENDMENT ONE DATED OCTOBER 1, 2017 TO INVESTMENT SUBADVISORY AGREEMENT For MassMutual Select Equity Opportunities FundInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of March 28, 2017, relating to the MassMutual Select Equity Opportunities Fund (the “Fund”); and
Form of AMENDMENT ONE DATED OCTOBER 1, 2017 TO INVESTMENT SUBADVISORY AGREEMENT For MassMutual Select Blue Chip Growth FundInvestment Subadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and T. Rowe Price Associates, Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of February 1, 2017, relating to the MassMutual Select Blue Chip Growth Fund (the “Fund”); and
Massachusetts Financial Services CompanySubadvisory Agreement • October 27th, 2017 • Massmutual Select Funds
Massachusetts Mutual Life Insurance Company and Massachusetts Financial Services Company (“Subadviser”) have entered into a Subadvisory Agreement dated as of March 1, 2014 and assigned to MML Investment Advisers, LLC (“MML Advisers”) on April 1, 2014 (the “Agreement”). In the Agreement, MML Advisers has retained the Subadviser to manage the assets of the MassMutual Select Overseas Fund (the “Fund”), a series of MassMutual Select Funds. In connection with the performance by the parties of their respective obligations under the Agreement, the parties wish to set out the following understanding with respect to foreign currency transactions on behalf of the Fund. For the avoidance of doubt, (i) the term “securities-related FX transactions” as used below means foreign exchange transactions executed in connection with specific purchase and sale transactions in individual securities in order to transact an exchange between U.S. dollars (“USD”) and the foreign currency in which a particular se
