0001193125-18-008279 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 10th, 2018 • Massmutual Select Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of January 10, 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 Retirement 2005 Fund (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select T. Rowe Price Retirement 2040 Fund
Investment Subadvisory Agreement • January 10th, 2018 • 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 2040 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 10th day of January, 2018.

January 10, 2018 Enfield, CT 06082 Ladies and Gentlemen:
Subadvisory Agreement • January 10th, 2018 • Massmutual Select Funds
January 10, 2018 Enfield, CT 06082 Ladies and Gentlemen:
Subadvisory Agreement • January 10th, 2018 • Massmutual Select Funds
Form of Appendix A
Custodian Agreement • January 10th, 2018 • Massmutual Select Funds

As of January 10, 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 January 10, 2018, this Appendix A supersedes any previous versions of said Appendix.

AMENDMENT THREE DATED JANUARY 10, 2018 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • January 10th, 2018 • 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 THREE
Fund Servicing Agreement • January 10th, 2018 • 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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 10th, 2018 • 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 10th day of January, 2018.

Form of EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 10th, 2018 • 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, 2018.

AMENDMENT DATED JANUARY 10, 2018, TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
Administrative and Shareholder Services Agreement • January 10th, 2018 • 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”).

INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • January 10th, 2018 • Massmutual Select Funds • Maryland

This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), is dated as of January 10, 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.

Schedule A
Principal Underwriter Agreement • January 10th, 2018 • Massmutual Select Funds

As of January 10, 2018, 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 January 10, 2018, this Schedule A supercedes any previous version of said Schedule A.

FORM OF AMENDMENT TWO DATED DECEMBER 1, 2017 TO INVESTMENT SUBADVISORY AGREEMENT For MassMutual Select Growth Opportunities Fund
Investment Subadvisory Agreement • January 10th, 2018 • 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

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