SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DELEGATION AGREEMENT
Exhibit (g)(10)
SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED
This amendment, dated December 1, 2021 and effective with respect to the MassMutual Advantage Funds and each of its current series, MassMutual Emerging Markets Debt Blended Total Return Fund, MassMutual Global Credit Income Opportunities Fund, MassMutual Global Emerging Markets Equity Fund, and MassMutual Global Floating Rate Fund, only upon State Street Bank and Trust Company taking custody of its assets, is made to the AMENDED, RESTATED AND CONSOLIDATED DELEGATION 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 (the “Delegate”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.
WHEREAS, the Funds and the Delegate wish to amend the Consolidated Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein the parties hereto agree as follows:
| 1) | The MassMutual Advantage Funds, a Massachusetts business trust organized as an open-end management investment company under the 1940 Act, on behalf of each of its individual series, as listed on amended Appendix A, is hereby added as a party to the Consolidated Agreement and delegates certain responsibilities concerning Foreign Assets to the Delegate. |
| 2) | Section A. of Schedule D of the Consolidated Agreement is hereby amended as follows: |
| A. | Boards | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Vice President – MassMutual Select Funds/MassMutual Premier Funds/ | ||
| MassMutual Advantage Funds/MML Series Investment Fund/MML Series Investment Fund II | ||
| c/o MML Investment Advisers, LLC | ||
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
With a copy to:
| Secretary - MassMutual Select Funds/MassMutual Premier Funds/ | ||
| MassMutual Advantage Funds/MML Series Investment Fund/MML Series Investment Fund II | ||
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
| MassMutual Select Cayman Global Allocation Fund I, Ltd. | ||
| c/▇ ▇▇▇▇▇▇ Corporate Services Limited | ||
| ▇.▇. ▇▇▇ ▇▇▇ | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
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With a copy to:
| Secretary - MassMutual Select Funds | ||
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
B. Delegate
| State Street Bank and Trust Company | ||
| ▇ ▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Attention: Client Manager, MassMutual |
With a copy to:
| State Street Bank and Trust Company | ||
| ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Attention: Fund Administration Legal Department |
| 3) | Appendix A to the Consolidated Agreement is amended in its entirety and replaced with a new Appendix A annexed hereto. |
| 4) | Miscellaneous |
(a) Except as amended hereby, the Consolidated Agreement shall remain in full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ |
|
| Title: | Managing Director |
MASSMUTUAL PREMIER FUNDS
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | CFO and Treasurer |
MASSMUTUAL SELECT FUNDS
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | CFO and Treasurer |
MASSMUTUAL ADVANTAGE FUNDS
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | CFO and Treasurer |
MML SERIES INVESTMENT FUND
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | CFO and Treasurer |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | CFO and Treasurer |
MASSMUTUAL SELECT CAYMAN GLOBAL ALLOCATION FUND, LTD.
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Director |
State of Connecticut
County of Hartford ss. Enfield
On this the 3rd day of November, 2021, before me, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the undersigned officer, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇, Director, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Signature of Notary Public |
Date Commission Expires: 10/31/24
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Printed Name of Notary |
Appendix A
As of December 1, 2021, this Appendix A forms a part of the Amended, Restated, and Consolidated Delegation 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, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II. As of December 1, 2021, this Appendix A supersedes any previous versions of said Appendix.
MASSMUTUAL SELECT FUNDS
| MassMutual Blue Chip Growth Fund |
| MassMutual Diversified Value Fund |
| MassMutual Equity Opportunities Fund |
| MassMutual Fundamental Growth Fund |
| MassMutual Fundamental Value Fund |
| MassMutual Growth Opportunities Fund |
| MassMutual Mid Cap Growth Fund |
| MassMutual Mid Cap Value Fund |
| MassMutual Overseas Fund |
| MassMutual Small Cap Growth Equity Fund |
| MassMutual Small Cap Value Equity Fund |
| MassMutual Small Company Value Fund |
| MassMutual Strategic Bond Fund |
| MassMutual Total Return Bond Fund |
| MassMutual Select BlackRock Global Allocation Fund |
| MM MSCI EAFE® International Index Fund |
| ▇▇ ▇▇▇▇▇▇▇ 2000® Small Cap Index Fund |
| MM S&P 500® Index Fund |
| MM S&P® Mid Cap Index Fund |
| MassMutual 20/80 Allocation Fund |
| MassMutual 40/60 Allocation Fund |
| MassMutual 60/40 Allocation Fund |
| MassMutual 80/20 Allocation Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2020 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2025 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2030 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2035 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2040 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2045 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2050 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2055 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ 2060 Fund |
| MassMutual RetireSMARTSM by ▇▇ ▇▇▇▇▇▇ In Retirement Fund |
| MM Equity Asset Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2005 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2010 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2015 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2020 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2025 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2030 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2035 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2040 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2045 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2050 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2055 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement 2060 Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Retirement Balanced Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Bond Asset Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Emerging Markets Bond Fund |
| MassMutual Select ▇. ▇▇▇▇ Price International Equity Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Large Cap Blend Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Limited Duration Inflation Focused Bond Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Real Assets Fund |
| MassMutual Select ▇. ▇▇▇▇ Price Small and Mid Cap Blend Fund |
| MassMutual Select ▇. ▇▇▇▇ Price U.S. Treasury Long-Term Index Fund |
MASSMUTUAL PREMIER FUNDS
| MassMutual Balanced Fund |
| MassMutual Core Bond Fund |
| MassMutual Disciplined Growth Fund |
| MassMutual Disciplined Value Fund |
| MassMutual Diversified Bond Fund |
| MassMutual Global Fund |
| MassMutual High Yield Fund |
| MassMutual Inflation-Protected and Income Fund |
| MassMutual International Equity Fund |
| MassMutual Main Street Fund |
| MassMutual Short-Duration Bond Fund |
| MassMutual Small Cap Opportunities Fund |
| MassMutual Strategic Emerging Markets Fund |
| MassMutual U.S. Government Money Market Fund |
MASSMUTUAL ADVANTAGE FUNDS
| MassMutual Emerging Markets Debt Blended Total Return Fund |
| MassMutual Global Credit Income Opportunities Fund |
| MassMutual Global Emerging Markets Equity Fund |
| MassMutual Global Floating Rate Fund |
MML SERIES INVESTMENT FUND
| MML Aggressive Allocation Fund |
| MML American Funds Core Allocation Fund |
| MML American Funds Growth Fund |
| MML American Funds International Fund |
| MML Balanced Allocation Fund |
| MML Blue Chip Growth Fund |
| MML Conservative Allocation Fund |
| MML Equity Income Fund |
| MML Equity Index Fund |
| MML Focused Equity Fund |
| MML Foreign Fund |
| MML Fundamental Equity Fund |
| MML Fundamental Value Fund |
| MML Global Fund |
| MML Growth Allocation Fund |
| MML Growth & Income Fund |
| MML Income & Growth Fund |
| MML International Equity Fund |
| MML Large Cap Growth Fund |
| MML Managed Volatility Fund |
| MML Mid Cap Growth Fund |
| MML Mid Cap Value Fund |
| MML Moderate Allocation Fund |
| MML Small Cap Growth Equity Fund |
| MML Small Company Value Fund |
| MML Small/Mid Cap Value Fund |
| MML Total Return Bond Fund |
| MML Blend Fund |
| MML Dynamic Bond Fund |
| MML Equity Fund |
| MML Equity Momentum Fund |
| MML Equity Rotation Fund |
| MML High Yield Fund |
| MML Inflation-Protected and Income Fund |
| MML iShares® 60/40 Allocation Fund |
| MML iShares® 80/20 Allocation Fund |
| MML Managed Bond Fund |
| MML Short-Duration Bond Fund |
| MML Small Cap Equity Fund |
| MML Special Situations Fund |
| MML Strategic Emerging Markets Fund |
| MML U.S. Government Money Market Fund |
MASSMUTUAL SELECT CAYMAN GLOBAL ALLOCATION FUND I, LTD.