0001193125-13-463585 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT for MassMutual Premier Strategic Emerging Markets Fund
Investment Subadvisory Agreement • December 5th, 2013 • Massmutual Premier Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between OFI Global Institutional, Inc. (the “Subadviser”) 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 Strategic Emerging Markets 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 1st day of October, 2013.

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THIRD AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • December 5th, 2013 • Massmutual Premier Funds

This amendment, dated as of September 16, 2013, is made to the AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN 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 identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”).

Form Of EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 5th, 2013 • 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 April, 2014.

Form of Appendix A
Massmutual Premier Funds • December 5th, 2013

As of December 31, 2013, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of December 31, 2013, this Appendix A supersedes any previous versions of said Appendix.

Form Of AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for MassMutual Premier Funds
Administrative and Shareholder Services Agreement • December 5th, 2013 • Massmutual Premier Funds • Massachusetts

This ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the 1st day of April 2014 (the “Effective Date”) is entered into by and between MassMutual Premier Funds (the “Trust”) on behalf of each of its series listed on Exhibit B hereto (each a “Fund”) and MML Investment Advisers, LLC (the “Manager”).

Schedule A
Massmutual Premier Funds • December 5th, 2013

As of November 8, 2013, 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 November 8, 2013, this Schedule A supercedes any previous versions of said Schedule A.

AMENDMENT THREE DATED JUNE 1, 2013 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier Capital Appreciation Fund
Sub-Advisory Agreement • December 5th, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and OppenheimerFunds, Inc. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of December 31, 2004, relating to the MassMutual Premier Capital Appreciation Fund (“the Fund”), a series of the MassMutual Premier Funds (“the Trust”);

Form Of SUPPLEMENTAL SHAREHOLDER SERVICES AGREEMENT for MassMutual Premier Funds
Supplemental Shareholder Services Agreement • December 5th, 2013 • Massmutual Premier Funds • Massachusetts

This SUPPLEMENTAL SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the 1st day of April 2014 (the “Effective Date”) is entered into by and between MassMutual Premier Funds (the “Trust”) on behalf of each of its series listed on Exhibit A hereto (each a “Fund”) and Massachusetts Mutual Life Insurance Company (the “Company”).

AMENDMENT THREE DATED JUNE 1, 2013 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier Global Fund
Investment Sub-Advisory Agreement • December 5th, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and OppenheimerFunds, Inc. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of December 31, 2004, as amended, relating to the MassMutual Premier Global Fund (the “Fund”); and

AMENDMENT TWO DATED JUNE 1, 2013 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier International Equity Fund
Sub-Advisory Agreement • December 5th, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and OFI Institutional Asset Management, Inc., now known as OFI Global Institutional, Inc. (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of March 1, 2007 relating to the MassMutual Premier International Equity Fund (the “Fund”); and

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