0001193125-06-197124 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier Main Street Small Cap Fund
Investment Sub-Advisory Agreement • September 26th, 2006 • Massmutual Premier Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between OFI Institutional Asset Management, Inc. (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Premier Main Street Small Cap Fund (the “Fund”), a series of MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 27th day of September, 2006.

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INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Funds
Investment Management Agreement • September 26th, 2006 • Massmutual Premier Funds

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective this 27th day of September, 2006.

MASSMUTUAL PREMIER FUNDS AMENDMENT NO. 19 AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 26th, 2006 • Massmutual Premier Funds

The undersigned, being at least a majority of the Trustees of MassMutual Premier Funds, a Massachusetts business trust, created and existing under an Agreement and Declaration of Trust dated August 1, 1994, as amended by Amendment No. 1 thereto dated May 16, 1996, Amendment No. 2 thereto dated December 17, 1997, Amendment No. 3 thereto dated April 22, 1998, Amendment No. 4 thereto dated February 12, 1999, Amendment No. 5 thereto dated February 12, 1999, Amendment No. 6 thereto dated May 12, 1999, Amendment No. 7 thereto dated October 20, 1999, Amendment No. 8 thereto dated December 21, 1999, Amendment No 9. thereto dated May 12, 2000, Amendment No. 10 thereto dated July 17, 2000, Amendment No. 11 thereto dated October 19, 2000, Amendment No. 12 thereto dated December 30, 2002, Amendment No. 13 thereto dated February 21, 2003, Amendment No. 14 thereto dated April 29, 2004, Amendment No. 15 thereto dated August 3, 2004, Amendment No. 16 thereto dated October 15, 2004, Amendment No. 17 th

PRINCIPAL UNDERWRITER AGREEMENT
Principal Underwriter Agreement • September 26th, 2006 • Massmutual Premier Funds • Massachusetts

AGREEMENT dated as of February 23, 2006, by and between MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), and MML Distributors, LLC (“MMLD”), a Connecticut limited liability company having its principal place of business at 1414 Main Street, Springfield, MA 01144. This Agreement replaces and supercedes in its entirety that certain General Distributor’s Agreement dated October 12, 2004 between the Trust and MMLD.

Amendment dated February 23, 2006 to Administrative and Shareholder Services Agreements
Massmutual Premier Funds • September 26th, 2006

WHEREAS, MassMutual Premier Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 26th, 2006 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 27th day of September, 2006.

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