0001104659-23-008687 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • January 31st, 2023 • Massmutual Premier Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Thompson, Siegel & Walmsley LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual International Equity Fund (the “Fund”), a series of MassMutual Premier 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 23rd day of January, 2023.

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Form of Schedule VII.A
Massmutual Premier Funds • January 31st, 2023

This Schedule VII.A is effective as of February 1, 2023 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

AMENDMENT FIVE DATED FEBRUARY 1, 2023 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • January 31st, 2023 • Massmutual Premier 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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 31st, 2023 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of February, 2023.

Appendix A
Appendix A • January 31st, 2023 • Massmutual Premier Funds

As of February 1, 2023, this Appendix A forms a part of the FATCA Support Services Agreement dated as of March 2, 2015 (the “Agreement”), between State Street Bank and Trust Company, MassMutual Select Funds, and MassMutual Premier Funds. As of February 1, 2023, this Appendix A supersedes any previous versions of said Appendix.

amended and restated administrative and shareholder services agreement
Administrative and Shareholder Services Agreement • January 31st, 2023 • Massmutual Premier Funds

WHEREAS, MassMutual Premier 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”).

Schedule A
Massmutual Premier Funds • January 31st, 2023

As of February 1, 2023, this Schedule A forms a part of the Principal Underwriter Agreement dated as of February 23, 2006 (the “Agreement”) between MassMutual Premier Funds and MML Distributors, LLC. As of February 1, 2023, this Schedule A supersedes any previous versions of said Schedule A.

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