Appendix A
INVESTMENT SUBADVISORY AGREEMENT
Between
T. ROWE PRICE ASSOCIATES, INC.
And
T. ROWE PRICE JAPAN, INC.
This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”), is dated as of September 12, 2019, 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, with its principal office at 100 East Pratt Street, Baltimore MD 21202, United States and T. ROWE PRICE JAPAN, INC., (the “Subadviser”), a private company organized and existing under the laws of Japan and a subsidiary of the Adviser, with its office at Gran Tokyo South Tower 7F, I-9-2, Marunouchi, 1-chome, Chiyoda-ku, Tokyo, 100-6607, Japan.
WHEREAS, the Adviser has entered into a separate investment subadvisory agreement, dated January 10, 2018 (the “Subadvisory Agreement”) with MML Investment Advisers, LLC (the “Company”) for MassMutual Select T. Rowe Price Real Assets Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”).
WHEREAS, the Subadviser is engaged in the business of, among other things, rendering discretionary investment management services and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and is registered with the Japan Financial Services Agency to carry out investment management business;
WHEREAS, the Adviser is authorized under its Subadvisory Agreement to obtain such information, advice or assistance as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations under such agreement; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish certain discretionary investment management services to the Adviser and the Fund, and the Subadviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints the Subadviser to furnish certain discretionary investment management and dealing facilitation services with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties of THE SUBADVISER.
A. Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Directors (“Board”), the Company, and the Adviser, the Subadviser shall furnish certain discretionary investment management services, as more fully described below, in relation to the investments of the Fund and in accordance with the Fund’s investment objectives, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (“Prospectus”), and such other limitations as the Fund may impose by notice in writing to the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder. In furtherance of this duty, the Subadviser, on behalf of the Fund, is authorized to:
(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets, and the Adviser agrees that the Subadviser may delegate trading execution and related reporting/instruction functions to the trading desk of the Adviser or one of its affiliates (“Affiliated Trading Desk”) in consideration that the Subadviser, at the time of this Agreement, does not have its own trading functions;