0001193125-12-091914 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 1st, 2012 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of March, 2012.

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Amendment dated February 16, 2012 to Administrative and Shareholder Services Agreements
Massmutual Premier Funds • March 1st, 2012

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”).

FORM OF FUND OF FUNDS PARTICIPATION AGREEMENT FOR PROSHARES TRUST EXCHANGE TRADED FUNDS
Fund of Funds Participation Agreement • March 1st, 2012 • Massmutual Premier Funds • New York

THIS FUND OF FUNDS PARTICIPATION AGREEMENT, dated as of , 2012, (the “Agreement”) is by and between ProShares Trust, a Delaware statutory trust (“Trust”) and MassMutual Premier Funds, a Massachusetts Business Trust, on behalf of its MassMutual Barings Dynamic Allocation Fund series (“Fund of Funds”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 1st, 2012 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of March, 2012.

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