INVESTMENT SUBADVISORY AGREEMENT
for MassMutual Select Small Company Value Fund
This Investment Subadvisory Agreement (this
"Subadvisory Agreement"), is by and between ▇. ▇▇▇▇
Price Associates, Inc. (the "Subadviser") and MML
Investment Advisers, LLC, a Delaware limited liability
company ("MML Advisers"), for the MassMutual Select
Small Company Value 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
1st day of February, 2017.
WHEREAS, the Trust has appointed MML Advisers as
the investment adviser for the Fund pursuant to the terms
of an Investment Advisory Agreement (the "Advisory
Agreement");
WHEREAS, the Advisory Agreement provides that
MML Advisers may, at its option, subject to approval by
the Trustees of the Trust and, to the extent necessary, the
shareholders of the Fund, appoint a subadviser to assume
certain responsibilities and obligations of MML
Advisers under the Advisory Agreement;
WHEREAS, MML Advisers and the Subadviser are
investment advisers registered with the Commission as
such under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); and
WHEREAS, MML Advisers wishes to appoint the
Subadviser to serve, and the Subadviser wishes to serve,
as subadviser with respect to the Fund with
responsibility for such portion of the Fund's assets as
MML Advisers shall direct from time to time (the
"Portfolio");
NOW THEREFORE, in consideration of the premises
and of the mutual covenants herein contained, MML
Advisers and the Subadviser, intending to be legally
bound, hereby agree as follows:
1. General Provision.
(a) MML Advisers hereby appoints the
Subadviser, and the Subadviser hereby undertakes to act,
as investment subadviser to the Portfolio to provide
investment advice and to perform for the Fund such
other duties and functions as are hereinafter set forth.
The Subadviser shall, in all matters, give to the Fund and
the Trust's Board of Trustees, directly or through MML
Advisers, the benefit of the Subadviser's best judgment,
effort, advice and recommendations and shall at all times
perform its obligations in compliance with:
(i) the provisions of the Act and
any rules or regulations thereunder and the
Internal Revenue Code of 1986, as amended, as
applicable to the Fund;
(ii) any other provisions of state or
federal law applicable to the operation of
registered investment companies;
(iii) the provisions of the Agreement
and Declaration of Trust and Bylaws of the
Trust, as amended from time to time and
provided to the Subadviser by MML Advisers
(collectively referred to as the "Trust
Documents");
(iv) policies and determinations of
the Board of Trustees of the Trust and MML
Advisers, of which the Subadviser has been
notified in writing;
(v) the fundamental and non-
fundamental policies and investment restrictions
of the Fund as reflected in the Trust's
registration statement under the Act from time to
time and provided to the Subadviser by MML
Advisers; and
(vi) the Prospectus and Statement of
Additional Information of the Fund in effect
from time to time and provided to the
Subadviser by MML Advisers (collectively
referred to as the "Disclosure Documents").
(b) The officers and employees of the
Subadviser responsible for providing the services of the
Subadviser hereunder shall be available upon reasonable
notice for consultation with respect to the provision of
such services.
(c) Subadviser will comply with the
applicable provisions of the Fund's pricing
procedures which it has received and, upon request,
will provide reasonable assistance to the Fund's
pricing agent in valuing securities held by the Fund.
Notwithstanding the foregoing, the Subadviser shall
not be responsible for determining the value of any
investments held by the Fund.
2. Duties of the Subadviser.
(a) The Subadviser shall, subject to the
direction and control of the Trust's Board of Trustees
and MML Advisers, (i) provide a continuing investment
program for the Portfolio and determine what securities
or other investments shall be purchased or sold by the
Portfolio; (ii) arrange, subject to the provisions of
Section 5 hereof, for the purchase and sale of securities
and other investments for the Portfolio; and (iii) provide
reports on the foregoing to the Board of Trustees of the
Trust at each Board meeting. Unless MML Advisers
gives the Subadviser written instructions to the contrary,
the Subadviser shall vote or determine to abstain from
voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Portfolio are
invested for which Subadviser receives timely materials
from the Fund's custodian, in accordance with
Subadviser's policies and procedures. The Subadviser
shall provide the Fund in a timely manner with such
records of its proxy voting on behalf of the Fund as is
necessary for the Fund to comply with the requirements
of Form N-PX or any law, rule, regulation or
Commission position.
Subject to the provisions of this Subadvisory
Agreement, the Subadviser shall have the authority to
buy, sell or otherwise effect investment transactions for
and in the name of the Fund, including without
limitation, the power to enter into swap, futures, options
and other agreements with counterparties on the Fund's
behalf as the Subadviser deems appropriate from time to
time in order to carry out the Subadviser's
responsibilities hereunder.
(b) The Subadviser shall provide to MML
Advisers such reports for the Portfolio, on a monthly,
quarterly or annual basis, as MML Advisers or the Board
of Trustees of the Trust shall reasonably request or as
required by applicable law or regulation, including, but
not limited to, compliance reports and those reports
listed in Appendix A.
(c) The Subadviser shall provide full and
prompt disclosure to MML Advisers and the Fund
regarding itself and its partners, officers, directors,
shareholders, employees, affiliates or any person who
controls any of the foregoing, including, but not limited
to, information regarding any change in control of the
Subadviser or any change in its personnel that could
materially affect the services provided by the Subadviser
to the Fund hereunder, information regarding any
material adverse change in the condition (financial or
otherwise) of the Subadviser or any person who controls
the Subadviser, information regarding the investment
performance and general investment methods of the
Subadviser or its principals and affiliates relating to the
Portfolio and the performance of the Subadviser's
composite of accounts following the same or similar
investment strategies as the Portfolio, information
regarding the results of any examination conducted by
the Commission or any other state or federal
governmental agency or authority or any self-regulatory
organization relating directly or indirectly to the services
performed by the Subadviser hereunder with respect to
the Fund, and, upon request, other information that
MML Advisers reasonably deems necessary or desirable
to enable MML Advisers to monitor the performance of
the Subadviser and information that is required, in the
reasonable judgment of MML Advisers and upon prior
written request, to be disclosed in any filings required by
any governmental agency or by any applicable law,
regulation, rule or order.
(d) The Subadviser (i) shall maintain such
books and records as are required under the Act or other
applicable law, based on the services provided by the
Subadviser pursuant to this Subadvisory Agreement and
as are necessary for MML Advisers or the Trust to meet
its record keeping obligations generally set forth under
Section 31 of the Act and rules thereunder; and (ii) shall
meet with any persons at the request of MML Advisers
or the Board of Trustees of the Trust for the purpose of
reviewing the Subadviser's performance under this
Subadvisory Agreement at reasonable times and upon
reasonable advance written notice. The Subadviser shall
provide the Fund and MML Advisers (or their agents or
accountants), upon reasonable prior written request by
MML Advisers to the Subadviser, with access to inspect
at the Subadviser's office during normal business hours
the books and records of the Subadviser relating to the
Portfolio and the Subadviser's performance hereunder.
The Subadviser agrees that all records which it
maintains relating to the Fund are property of the Fund,
and the Subadviser will promptly surrender to the Fund
any of such records or copies thereof upon the Fund's
request. The Subadviser may maintain copies of any
such records and further agrees to preserve for the
periods prescribed under the Act any such records as are
required to be maintained by it pursuant to this
Subadvisory Agreement. If the Subadviser delegates to
any third party any of its obligations under this Section
2(d) relating to books and records, the Subadviser (i)
shall only do so to the extent consistent with applicable
law, (ii) shall be responsible for the acts and omissions
of any such third party as if they were those of the
Subadviser, and (iii) shall obtain the written agreement
of such third party to comply with the requirements of
this Section 2(d) to the same extent as if it were a
signatory to this Subadvisory Agreement.
(e) On each business day the Subadviser
shall provide to the Fund's custodian information relating
to all transactions concerning the Portfolio's assets and
shall provide to the Fund's custodian, administrator
and/or sub-administrator any such additional information
as reasonably requested.
(f) The Subadviser agrees to reimburse
MML Advisers and the Fund for any reasonable costs,
upon evidence of invoices, bills, etc., associated with the
production, printing and filing with the Commission (not
including attorneys' fees or mailing costs) of
supplements to the Disclosure Documents due to
material changes caused by or relating to the Subadviser,
except for any such costs which may properly be
charged to the Fund.
(g) The Subadviser shall not consult with
any other subadviser to the Fund or any other subadviser
to any other portfolio of the Trust or to any other
investment company or investment company series for
which MML Advisers serves as investment adviser
concerning transactions for the Fund in securities or
other assets, other than for purposes of complying with
conditions of paragraphs (a) and (b) of Rule 12d3-1
under the Act.
(h) As MML Advisers or the Board of
Trustees of the Trust may request from time to time, the
Subadviser shall timely provide to MML Advisers (i)
information and commentary for the Fund's annual and
semi-annual reports, in a format approved by MML
Advisers, and shall (A) certify that such information and
commentary discuss the factors that materially affected
the performance of the Portfolio, including the relevant
market conditions and the investment techniques and
strategies used, and do not contain any untrue statement
of a material fact or omit to state a material fact
necessary to make the information and commentary not
misleading and (B) provide additional certifications
related to the Subadviser's management of the Portfolio
in order to support the Fund's filings on Form N-CSR
and Form N-Q, and the Fund's Principal Executive
Officer's and Principal Financial Officer's certifications
under Rule 30a-2 under the Act; (ii) a quarterly
certification, as well as any requested sub-certifications,
with respect to compliance matters related to the
Subadviser and the Subadviser's management of the
Portfolio, in formats reasonably requested by MML
Advisers, as they may be amended from time to time;
and (iii) an annual certification from the Subadviser's
Chief Compliance Officer, appointed under Rule 206(4)-
7 under the Advisers Act, with respect to the design and
operation of the Subadviser's compliance program, in a
format reasonably requested by MML Advisers.
(i) In the absence of willful misfeasance,
bad faith, gross negligence or fraud on the part of the
Subadviser, or reckless disregard of its obligations and
duties hereunder, the Subadviser shall not be subject to
any liability to MML Advisers, the Trust or the Fund, or
to any shareholder, officer, director, partner or Trustee
thereof, for any act or omission in the course of, or
connected with, rendering services hereunder.
(j) The Subadviser shall have no liability for
the acts or omissions of any custodian of the
Fund's assets.
(k) Provided that none of MML Advisers,
the Fund or the Trust shall be required to pay any
compensation other than as provided by the terms of this
Subadvisory Agreement and subject to the provisions of
Section 5 hereof and applicable law, the Subadviser may
obtain investment information, research or assistance
from any other person, firm or corporation to assist the
Subadviser with respect to the performance of its
obligations under this Subadvisory Agreement. Such
engagement shall not involve any such person serving as
an "adviser" to the Portfolio within the meaning of the
Act or represent an assignment of any rights or
responsibilities, and the Subadviser shall remain liable
for the performance of its obligations under this
Subadvisory Agreement and for the acts and omissions
of such persons, firms or corporations.
3. Other Activities.
(a) Nothing in this Subadvisory Agreement
shall prevent MML Advisers or the Subadviser from
acting as investment adviser or subadviser for any other
person, firm, corporation or other entity and shall not in
any way limit or restrict MML Advisers or the
Subadviser or any of their respective directors, officers,
members, stockholders, partners or employees from
buying, selling or trading any securities for its own
account or for the account of others for whom it or they
may be acting, provided that such activities are in
compliance with U.S. federal and state securities laws,
regulations and rules and will not adversely affect or
otherwise impair the performance by any party of its
duties and obligations under this Subadvisory
Agreement. MML Advisers recognizes and agrees that
the Subadviser may provide advice to or take action with
respect to other clients, which advice or action, including
the timing and nature of such action, may differ from or
be identical to advice given or action taken with respect
to the Portfolio. The Subadviser shall for all purposes
hereof be deemed to be an independent contractor and
shall, unless otherwise provided or authorized, have no
authority to act for or represent the Fund or MML
Advisers in any way or otherwise be deemed an agent of
the Fund or MML Advisers except in connection with
the investment management services provided by the
Subadviser hereunder.
(b) The Subadviser agrees that it will not
knowingly or deliberately favor any other account
managed or controlled by it or any of its principals or
affiliates over the Portfolio. The Subadviser, upon
reasonable request, shall provide MML Advisers with an
explanation of the differences, if any, in performance
between the Portfolio and the performance of the
Subadviser's composite of accounts following the same
or similar investment strategies as the Portfolio. To the
extent that a particular investment is suitable for both the
Portfolio and the Subadviser's other clients, such
investment will be allocated among the Portfolio and
such other clients in a manner that is fair and equitable
in the circumstances.
4. Compensation of the Subadviser.
The Subadviser will bear all expenses in connection with
the performance of its services under this Subadvisory
Agreement, which expenses shall not include brokerage
fees or commissions, interest, taxes and custodian fees
and expenses, in connection with the effectuation of
securities transactions for the Portfolio. For the services
provided and the expenses assumed pursuant to this
Subadvisory Agreement, MML Advisers agrees to pay
the Subadviser and the Subadviser agrees to accept as
full compensation for the performance of all functions
and duties on its part to be performed pursuant to the
provisions hereof, a fee paid monthly, in arrears, at the
following rate: [ ]
5. Portfolio Transactions and Brokerage.
(a) The Subadviser shall place orders with
or through such brokers, dealers, futures commission
merchants or other persons (including, but not limited to,
broker-dealers that are affiliated with MML Advisers or
the Subadviser) as may be selected by the Subadviser;
provided, however, that such orders shall be consistent
with the brokerage policy set forth in the Fund's
Prospectus and Statement of Additional Information, or
approved by the Board of Trustees of the Trust and
provided to the Subadviser in writing, conform with
federal securities laws and be consistent with seeking
best execution.
(b) On occasions when the Subadviser
deems the purchase or sale of a security or other
investment to be in the best interest of the Portfolio as
well as other clients of the Subadviser, the Subadviser,
to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to,
aggregate the securities or other investments to be sold
or purchased in order to seek best execution. In such
event, the Subadviser will make allocation of the
securities or other investments so purchased or sold, as
well as the expenses incurred in the transaction, in the
manner the Subadviser considers to be the most
equitable and consistent with its fiduciary obligations to
the Fund and to such other clients.
(c) The Subadviser shall select broker-
dealers to effect the Portfolio's portfolio transactions on
the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.
The abilities of a broker-dealer to obtain best execution
of particular portfolio transaction(s) will be judged by
the Subadviser on the basis of all relevant factors and
considerations including, insofar as feasible, the
execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-
dealer to facilitate the Portfolio's portfolio transactions
by participating therein for its own account; the
importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity
with sources from or to whom particular securities might
be purchased or sold; receipt of brokerage and research
services available from or through the broker-dealer in
accordance with Section 28(e) of the Securities
Exchange Act of 1934, as amended; as well as any other
matters relevant to the selection of a broker-dealer for
particular and related transactions of the Portfolio; and
any other considerations of which the Board of Trustees
of the Trust or MML Advisers may notify the
Subadviser in writing from time to time. Subject to the
requirements and provisions of the Act, the Securities
Exchange Act of 1934, as amended and other applicable
provisions of law, the Subadvsier may select brokers or
dealers with which it or the Trust are affiliated and may
obtain third-party research from broker-dealers or non-
broker-dealers by entering into commission sharing
arrangements.
6. Representations and Warranties of the
Subadviser.
The Subadviser hereby represents and warrants to the
Fund and MML Advisers that:
(a) The Subadviser (i) is registered as an
investment adviser under the Advisers
Act and will continue to be so registered
for so long as this Subadvisory
Agreement remains in effect; (ii) is not
prohibited by the Act or the Advisers
Act from performing the services
contemplated by this Subadvisory
Agreement; (iii) has appointed a Chief
Compliance Officer under Rule 206(4)-
7 under the Advisers Act; (iv) has
adopted written policies and procedures
that are reasonably designed to prevent
violations of the Advisers Act from
occurring, detect violations that have
occurred and correct promptly any
violations that have occurred, and will
provide prompt notice of any material
violations relating to the Fund to MML
Advisers; (v) has met and will seek to
continue to meet for so long as this
Subadvisory Agreement remains in
effect, any other applicable federal or
state requirements, or the applicable
requirements of any regulatory or
industry self-regulatory agency; (vi) has
the authority to enter into and perform
the services contemplated by this
Subadvisory Agreement; and (vii) will
promptly notify MML Advisers of the
occurrence of any event that would
disqualify the Subadviser from serving
as an investment adviser of an
investment company pursuant to Section
9(a) of the Act or otherwise.
(b) The Subadviser has adopted a written
code of ethics complying with the
requirements of Rule 17j-1 under the
Act and will provide MML Advisers
with a copy of the code of ethics.
Within 60 days of the end of the last
calendar quarter of each year that this
Subadvisory Agreement is in effect, a
duly authorized officer of the
Subadviser shall certify to MML
Advisers that the Subadviser has
complied with the requirements of Rule
17j-1 during the previous year and that
there has been no material violation of
the Subadviser's code of ethics or, if
such a violation has occurred, that
appropriate action was taken in response
to such violation.
(c) The Subadviser has provided MML
Advisers with a copy of its Form ADV
Part 2, which as of the date of this
Subadvisory Agreement is its Form
ADV Part 2 as most recently deemed to
be filed with the Commission ("SEC"),
and promptly will furnish a copy of all
amendments thereto to MML Advisers.
The Subadviser will promptly notify
MML Advisers of any changes in its key
personnel who are either the portfolio
manager(s) responsible for the Portfolio
or the Subadviser's Chief Executive
Officer or President, or if there is
otherwise an actual or expected change
in control or management of the
Subadviser.
(d) There is no pending, or to the best of its
knowledge, threatened or contemplated
action, suit or proceeding before or by
any court, governmental, administrative
or self-regulatory body or arbitration
panel to which the Subadviser or any of
its principals or affiliates is a party, or to
which any of the assets of the
Subadviser is subject, which reasonably
might be expected to (i) result in any
material adverse change in the
Subadviser's condition (financial or
otherwise), business or prospects; (ii)
affect adversely in any material respect
any of the Subadviser's assets; (iii)
materially impair the Subadviser's
ability to discharge its obligations under
this Subadvisory Agreement; or (iv)
result in a matter which would require
an amendment to the Subadviser's Form
ADV Part 2; and the Subadviser has not
received any notice of an investigation
by the Commission or any state
regarding U.S. federal or state securities
laws, regulations or rules which would
materially impair the Subadviser's
ability to discharge its obligations under
this Subadvisory Agreement.
(e) All references in the Disclosure
Documents concerning the Subadviser
and its affiliates and the controlling
persons, affiliates, stockholders,
directors, officers and employees of any
of the foregoing provided to MML
Advisers by the Subadviser or approved
by the Subadviser for use in the
Disclosure Documents, as well as all
performance information provided to
MML Advisers by the Subadviser or
approved by the Subadviser for use by
MML Advisers, are accurate in all
material respects and do not contain any
untrue statement of a material fact or
omit to state a material fact necessary in
order to make such information not
misleading.
The foregoing representations and warranties shall be
continuing and be deemed repeated at and as of all times
during the term of this Subadvisory Agreement.
7. Representations and Warranties of MML
Advisers.
(a) MML Advisers represents and warrants
to the Subadviser the following:
(i) MML Advisers has all requisite
corporate power and authority
under the laws of the State of
Connecticut and federal
securities laws and under the
Advisory Agreement with the
Fund to execute, deliver and
perform this Subadvisory
Agreement.
(ii) MML Advisers is a registered
investment adviser under the
Advisers Act and is in material
compliance with all other
required registrations under
applicable federal and state law.
(iii) MML Advisers has received a
copy of Part 2 of Subadviser's
Form ADV at least two (2)
business days prior to the
execution of this Subadvisory
Agreement.
(iv) There is no pending, or to the
best of its knowledge,
threatened or contemplated
action, suit or proceeding before
or by any court, governmental,
administrative or self-regulatory
body or arbitration panel to
which MML Advisers is
subject, which might reasonably
be expected to (i) result in any
material adverse change in
MML Advisers' condition
(financial or otherwise) or (ii)
materially impair MML
Advisers' ability to discharge its
obligations under this
Subadvisory Agreement.
The foregoing representations and warranties shall be
continuing during the term of this Subadvisory
Agreement.
8. Covenants of the Subadviser.
(a) If at any time during the term of this
Subadvisory Agreement, the Subadviser discovers any
fact or omission, or any event or change of
circumstances occurs, which would make the
Subadviser's representations and warranties in Section 6
inaccurate or incomplete in any material respect, or
which might render the Disclosure Documents untrue or
misleading in any material respect, the Subadviser will
provide prompt written notification to the Fund and
MML Advisers of any such fact, omission, event or
change of circumstances, and the facts related thereto.
(b) The Subadviser agrees that, during the
term of this Subadvisory Agreement, and for so long as
investment in the Fund is being offered for sale, it will
provide the Fund and MML Advisers with updated
information relating to the Subadviser's performance
results with respect to the Portfolio and the performance
of the Subadviser's composite of accounts following the
same or similar investment strategies as the Portfolio as
may be reasonably requested from time to time by the
Fund and MML Advisers. The Subadviser shall provide
such information within a reasonable period of time after
the end of the month to which such updated information
relates.
(c) The Subadviser agrees that neither it nor
any of its affiliates will in any way refer directly or
indirectly to its relationship with the Fund or MML
Advisers, or any of their respective affiliates in offering,
marketing or other promotional materials without the
prior written consent of MML Advisers.
9. Confidentiality.
(a) The Subadviser agrees that it shall
exercise the same standard of care that it uses to protect
its own confidential and proprietary information, but no
less than reasonable care, to protect the confidentiality of
the Portfolio Information. As used herein "Portfolio
Information" means confidential and proprietary
information of the Fund or MML Advisers that is
received by the Subadviser in connection with this
Subadvisory Agreement, including information with
regard to the portfolio holdings and characteristics of the
Fund. The Subadviser will restrict access to the
Portfolio Information to those employees or service
providers of the Subadviser who will use it only for the
purpose of managing or providing services to the portion
of the Fund managed by the Subadviser.
Notwithstanding the foregoing, access to Portfolio
Information shall only be granted to service providers in
accordance with the Fund's policy regarding the
disclosure of portfolio holdings. The foregoing shall not
prevent the Subadviser from disclosing Portfolio
Information that is (1) publicly known or becomes
publicly known through no unauthorized act, (2)
rightfully received from a third party without obligation
of confidentiality, (3) approved in writing by MML
Advisers for disclosure, or (4) required to be disclosed
pursuant to a requirement of a governmental agency or
law provided the recipient of such information (the
"Recipient") makes reasonable efforts to obtain
assurances that confidential treatment will be accorded
to such Portfolio Information and the Subadviser
provides MML Advisers with prompt written notice of
such requirement. All Portfolio Information disclosed as
required by law shall nonetheless continue to be deemed
Portfolio Information by Recipient.
(b) MML Advisers agrees that it shall
exercise the same standard of care that it uses to protect
its own confidential and proprietary information, but no
less than reasonable care, to protect the confidentiality of
Subadviser's confidential and proprietary information.
MML Advisers will restrict access to the Subadviser's
confidential and proprietary information to the Board of
Trustees of the Trust and to those employees of MML
Advisers and of service providers to the Fund and MML
Advisers who will use it only for the purpose of
managing and/or providing services to the Fund. The
foregoing shall not prevent MML Advisers from
disclosing Subadviser's confidential and proprietary
information that is (1) publicly known or becomes
publicly known through no unauthorized act, (2)
rightfully received from a third party without obligation
of confidentiality, (3) approved in writing by Subadviser
for disclosure, or (4) required to be disclosed pursuant to
a requirement of a governmental agency or law provided
Recipient makes reasonable efforts to obtain assurances
that confidential treatment will be accorded to the
Subadviser's confidential and proprietary information
and MML Advisers provides the Subadviser with
prompt written notice of such requirement. All of the
Subadviser's confidential and proprietary information
disclosed as required by law shall nonetheless continue
to be deemed the Subadviser's confidential and
proprietary information by Recipient.
10. Use of Names.
(a) The names of both MML Advisers and
any affiliates of MML Advisers and of the Trust and
Fund and any derivative or logo or trademark or service
▇▇▇▇ or trade name are the valuable property of MML
Advisers and such affiliates and the Trust and Fund.
The Subadviser shall have the right to use such name(s),
derivatives, logos, trademarks or service marks or trade
names only with the prior written approval of MML
Advisers or the Trust, as the case may be. The
Subadviser acknowledges and agrees that, if it makes
any unauthorized use of any such names, derivatives,
logos, trademarks or service marks or trade names,
MML Advisers and/or such affiliates or the Trust and
Fund shall suffer irreparable harm for which monetary
damages are inadequate and thus, such entities shall be
entitled to injunctive relief without the necessity of
posting bond.
(b) The Subadviser's name and any
derivative or logo or trademark or service ▇▇▇▇ or trade
name are the valuable property of Subadviser. MML
Advisers shall have the right to use the Subadviser's
name, derivative, logo, trademark or service ▇▇▇▇ or
trade name only with the Subadviser's prior written
approval, which shall not be unreasonably withheld.
MML Advisers acknowledges and agrees that, if it
makes any unauthorized use of any such names,
derivatives, logos, trademarks or service marks or trade
names, Subadviser shall suffer irreparable harm for
which monetary damages are inadequate and thus, the
Subadviser shall be entitled to injunctive relief without
the necessity of posting bond. It is understood that
certain materials used in the ordinary course of business,
such as prospectuses, financial reports, fund fact sheets
and materials provided to the Trustees, do not require
such approval.
(c) Upon the termination of this
Subadvisory Agreement, MML Advisers or the
Subadviser shall each cease using the name, derivatives,
logos, trademarks or service marks or trade names of the
other, except as each may agree in writing.
11. Duration.
Unless terminated earlier pursuant to Section 12 hereof,
this Subadvisory Agreement shall remain in effect for a
period of two years from the date hereof. Thereafter it
shall continue in effect from year to year, unless
terminated pursuant to Section 12 hereof, provided that
such continuance is specifically approved at least
annually (i) by a vote of a majority of the members of
the Board of Trustees of the Trust who are not parties to
this Subadvisory Agreement or interested persons (as
defined in the Act) of any such party, and (ii) by the
Board of Trustees of the Trust or by a vote of the holders
of a majority of the outstanding voting securities (as
defined in the Act) of the Fund.
12. Termination.
(a) This Subadvisory Agreement shall
terminate automatically upon its assignment (within the
meaning of the Act), the termination of the Advisory
Agreement or the dissolution of the Fund.
(b) The Subadvisory Agreement may be
terminated by MML Advisers or the Board of Trustees
of the Trust: (i) by written notice to the Subadviser with
immediate effect, if the Subadviser's registration under
the Advisers Act is suspended, terminated, lapsed or not
renewed; (ii) by written notice to the Subadviser with
immediate effect, if the Subadviser is bankrupt or
insolvent, seeks an arrangement with creditors, is
dissolved or terminated or ceases to exist; (iii) by written
notice to the Subadviser with immediate effect, if MML
Advisers or the Board of Trustees of the Trust
determines for any reason, that such termination is
appropriate for the protection of the Fund, including
without limitation a determination by MML Advisers or
the Board of Trustees of the Trust that the Subadviser
has breached an obligation or duty under this
Subadvisory Agreement; or (iv) in its sole discretion,
without penalty, upon sixty days prior written notice to
Subadviser. This Subadvisory Agreement also may be
terminated at any time, without penalty, by the vote of
the holders of a "majority" of the outstanding voting
securities of the Fund (as defined in the Act).
(c) The Subadvisory Agreement may be
terminated by the Subadviser, without penalty at any
time, upon sixty days' prior written notice, to MML
Advisers and the Trust.
(d) In the event of termination of this
Subadvisory Agreement, all compensation due to the
Subadviser through the date of termination will be
calculated on a pro rata basis through the date of
termination and paid promptly after the next succeeding
month's end.
13. Indemnification.
(a) In any action in which MML Advisers
or the Fund or any of its or their affiliated persons
(within the meaning of Section 2(a)(3) of the Act),
controlling persons (as defined in Section 15 of the
Securities Act of 1933, as amended), or any
shareholders, partners, directors, officers and/or
employees of any of the foregoing, are parties, the
Subadviser agrees to indemnify and hold harmless the
foregoing persons against any loss, claim, settlement,
damage, charge, liability, cost or expense (including,
without limitation, reasonable attorneys' and
accountants' fees) to which such persons may become
subject, insofar as such loss, claim, settlement, damage,
charge, liability, cost or expense arises out of or is based
upon (i) Subadviser's reckless disregard, willful
misfeasance, bad faith, gross negligence, fraud or willful
misconduct in the performance of its duties under this
Subadvisory Agreement or (ii) any untrue statement of a
material fact regarding the Subadviser contained in the
Prospectus or Statement of Additional Information,
proxy materials, reports, advertisements, sales literature,
or other materials pertaining to the Fund or the omission
to state therein a material fact regarding the Subadviser
which was required to be stated therein or necessary to
make the statements therein not misleading, if such
statement or omission was made in reliance upon written
information furnished to MML Advisers or the Fund by
or on behalf of the Subadviser; or (iii) any violation of
federal or state statutes or regulations by the Subadviser.
The federal securities laws impose liabilities in certain
circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a
waiver of limitation of any rights which MML Advisers
or the Fund may have under any securities laws.
(b) In any action in which the Subadviser or
any of its affiliated persons (within the meaning of
Section 2(a)(3) of the Act), controlling persons (as
defined in Section 15 of the Securities Act of 1933, as
amended), or any, partners, directors, officers and/or
employees of any of the foregoing, are parties, MML
Advisers agrees to indemnify and hold harmless the
foregoing persons against any loss, claim, settlement,
damage, charge, liability, cost or expense (including,
without limitation, reasonable attorneys' and
accountants' fees) to which such persons may become
subject, insofar as such loss, claim, settlement, damage,
charge, liability, cost or expense arises out of or is based
upon (i) MML Advisers' reckless disregard, willful
misfeasance, bad faith, gross negligence, fraud, or
willful misconduct in the performance of its duties
under this Subadvisory Agreement or (ii) any untrue
statement of a material fact regarding the Subadviser
contained in the Prospectus or Statement of Additional
Information, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund
or the omission to state therein a material fact regarding
the Subadviser which was required to be stated therein
or necessary to make the statements therein not
misleading, if such statement or omission was not made
in reliance upon written information furnished to MML
Advisers or the Fund by or on behalf of the Subadviser;
or (iii) any violation of federal or state statutes or
regulations by MML Advisers. The federal securities
laws impose liabilities in certain circumstances on
persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver of limitation
of any rights which the Subadviser or the Fund may have
under any securities laws.
(c) Promptly after receipt by an indemnified
party under this Section 13 of notice of any claim or
dispute or commencement of any action or litigation,
such indemnified party will, if a claim in respect thereof
is to be made against an indemnifying party under this
Section 13, notify the indemnifying party of the
commencement thereof; but the omission to notify the
indemnifying party will not relieve the indemnifying
party from any liability which it may have to any
indemnified party under this Section 13 except to the
extent, if any, that such failure or delay prejudiced the
other party in defending against the claim. In case any
such claim, dispute, action or litigation is brought or
asserted against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein
and, to the extent that it may wish, to assume the defense
thereof, with counsel specially approved in writing by
such indemnified party, such approval not to be
unreasonably withheld, following notice from the
indemnifying party to such indemnified party of its
election so to assume the defense thereof; in which
event, the indemnifying party will not be liable to such
indemnified party under this Section 13 for any legal or
other expenses subsequently incurred by such
indemnified party in connection with the defense
thereof, but shall continue to be liable to the indemnified
party in all other respects as heretofore set forth in this
Section 13.
Notwithstanding the foregoing, an indemnified party
will have the option to select and retain its own counsel,
in the indemnified party's reasonable discretion, if (i) the
indemnified party reasonably determines (A) such
counsel to be necessary to protect the interests of the
indemnified party; (B) that there may be a conflict
between the positions of the indemnified party and the
positions of any other indemnified party, or other parties
to a claim, dispute, action or litigation not represented by
separate counsel; (C) that representation of both the
indemnified party and any such other indemnified party
or other parties by the same counsel would not be
appropriate; or (D) to withhold or withdraw his or her
consent to being represented by counsel selected by the
indemnifying party or (ii) the indemnifying party fails to
assume the defense of a claim, dispute, action or
litigation or an anticipated claim, dispute, action or
litigation. The party providing indemnification shall
fully indemnify and hold harmless the indemnified party
against, and shall promptly reimburse to the indemnified
party on a current and as-incurred basis, the full amount
of expenses of counsel selected by the indemnified party
and reasonably incurred by the indemnified party as
permitted pursuant to the preceding sentence. If the party
providing indemnification has not elected to assume the
defense of any claim, dispute, action or litigation for an
indemnified party within thirty days after receiving
written notice thereof from the indemnified party, the
party providing indemnification shall be deemed to have
waived any right it might otherwise have to assume such
defense.
14. Notice.
Any notice under this Subadvisory Agreement shall be
in writing, addressed and delivered or mailed, postage
prepaid, to the other party, with a copy to the Trust, at
the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to MML Advisers: MML Investment Advisers,
LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
President
If to the Subadviser: ▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Relationship
Manager - MassMutual
With a copy to: ▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Legal
Counsel - Subadvised
If to either MML Advisers or the Subadviser, copies to:
MassMutual Select Funds
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Vice President,
Secretary and Chief Legal
Officer
15. Amendments to this Subadvisory Agreement.
This Subadvisory Agreement may be amended by
mutual agreement in writing, subject to approval by the
Board of Trustees of the Trust and the Fund's
shareholders to the extent required by the Act.
16. Governing Law.
This Subadvisory Agreement shall be governed by and
construed in accordance with the internal laws of the
Commonwealth of Massachusetts, without giving effect
to principles of conflict of laws.
17. Survival.
The provisions of this Subadvisory Agreement shall
survive the termination or other expiration of this
Subadvisory Agreement with respect to any matter
arising while this Subadvisory Agreement was in effect.
18. Assignment; Successors.
No assignment of this Subadvisory Agreement (as
defined in the Act) shall be made by the Subadviser
without the prior written consent of the Fund and MML
Advisers. This Subadvisory Agreement shall be binding
upon and inure to the benefit of the parties hereto and
their successors and permitted assigns.
19. Entire Agreement.
This Subadvisory Agreement constitutes the entire
agreement among the parties hereto with respect to the
matters referred to herein, and no other agreement, oral
or otherwise, shall be binding on the parties hereto.
20. No Waiver.
No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. Any
waiver granted hereunder must be in writing and shall be
valid only in the specific instance in which given.
21. Severability.
If any one or more provisions in this Subadvisory
Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Subadvisory Agreement, but this
Subadvisory Agreement shall be construed so as to
effectuate the intent of the parties hereto as nearly as
possible without giving effect to such invalid, illegal or
unenforceable provision as if such provision had never
been contained herein.
22. Third-party Beneficiaries.
The Trust and the Fund are third-party beneficiaries of
this Subadvisory Agreement and shall be entitled to
enforce any and all provisions of this Agreement to the
full extent as if they were parties to this Agreement.
23. Counterparts.
This Subadvisory Agreement may be executed in any
number of counterparts, each of which shall constitute
an original, but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Fund, MML Advisers
and the Subadviser have caused this Subadvisory
Agreement to be executed as of the day and year first
above written.
MML
INVESTMENT
ADVISERS,
LLC
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Vice
President
▇. ▇▇▇▇
PRICE
ASSOCIATES,
INC.
By: /s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Title: Vice
President
Acknowledged and Agreed:
MASSMUTUAL SELECT FUNDS
on behalf of MassMutual Select Small Company Value
Fund
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO and Treasurer
Appendix A
The Subadviser shall provide to MML Advisers the
following according to the due dates provided below, or
upon request if no due date is provided below:
1. Quarterly Portfolio Data Sheets (due on the 12th
business day after the end of every quarter):
The data sheets should include the following
information:
a. Portfolio Characteristics for the Portfolio, standard
and best fit market index.
b. Portfolio Sector Weights for the Portfolio,
standard and best fit market index.
c. Top 10 Equity Holdings (% of equities) for the
Portfolio.
d. Top 5 contributors and detractors by performance
based on contribution to the Portfolio.
e. Purchases (New) and Sales (Eliminated) during
the quarter.
f. Performance of the Portfolio vs. standard and best
fit market index and peer group.
2. Portfolio Manager Commentary (due on the 12th
business day after the end of every quarter): The
commentary should include information on the
following topics (there is no limit to the number of
words used):
a. Qualitative assessment by manager: list three
factors that were the major influences on
performance - both positive and negative.
b. Performance attribution:
- The industry weightings that had the
largest contribution to performance
during the most recent quarter.
- The industry weightings that had the
largest detraction from performance
during the most recent quarter.
- The five holdings that contributed the
most to performance during the most
recent quarter.
- The five holdings that detracted the
most from performance during the most
recent quarter.
c. The manager's market outlook.
d. How he/she has positioned the Portfolio for the near
term.
3. Third party portfolio attribution analysis of the
Portfolio: Performance attribution should
demonstrate the impact of portfolio management
decisions including Asset Allocation Effects and
Security Selection Effects.
4. Quarterly Conference Calls: The purpose of this
contact will be to obtain a greater understanding of
the performance of the Portfolio, the reasons for that
performance, and to gain valuable insights into the
Portfolio provided by the manager.
5. Annual On-Site Meeting - As part of MML
Advisers' due diligence process, members of MML
Advisers' Investment Group arrange an "on site"
meeting with each of the managers in MML
Advisers' Investment Program. Typically, these
meetings include a general overview of the firm as
well as separate meetings with each of the portfolio
managers to discuss their long-term and short-term
strategies, modifications to their investment strategy
or style and any other relevant information.
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