Massmutual Premier Funds Sample Contracts

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EXHIBIT 8 FORM OF CUSTODIAN AGREEMENT Between THE DLB FUND GROUP and INVESTORS BANK & TRUST COMPANY
Custodian Agreement • February 19th, 1997 • DLB Fund Group • Massachusetts
EXHIBIT 1(a) AGREEMENT AND DECLARATION OF TRUST OF THE DLB FUND GROUP
DLB Fund Group • February 19th, 1997 • Massachusetts
THE DLB FUND GROUP
DLB Fund Group • April 22nd, 1999
EXHIBIT 9 FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • February 19th, 1997 • DLB Fund Group • Massachusetts
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Disciplined Growth Fund
Investment Management Agreement • December 30th, 2011 • Massmutual Premier Funds • Massachusetts

This Amended and Restated INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of November 21, 2011, is between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Premier Disciplined Growth Fund (the “Fund”).

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.

AMENDMENT NO. 11
DLB Fund Group • October 24th, 2000
THE DLB FUND GROUP AMENDMENT NO. 2
DLB Fund Group • April 30th, 1998
INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier Strategic Emerging Markets Fund
Investment Sub-Advisory Agreement • October 31st, 2008 • Massmutual Premier Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Baring International Investment Limited (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 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 3rd day of November, 2008.

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Premier Main Street Fund
Sub-Advisory Agreement • February 28th, 2007 • 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 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 1st day of March, 2007.

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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INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Funds
Investment Management Agreement • October 31st, 2008 • 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 3rd day of November, 2008.

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • January 31st, 2022 • Massmutual Premier Funds • Massachusetts

This SUB-SUB-ADVISORY AGREEMENT, dated as of February 1, 2022 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Sub-Adviser”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England and Wales (the “Sub-Sub-Adviser”).

AMENDMENT NO. 4
DLB Fund Group • February 22nd, 1999
CUSTODIAN AGREEMENT (Amended, Restated and Consolidated)
Custodian Agreement • February 29th, 2008 • Massmutual Premier Funds • Massachusetts

This Amended, Restated and Consolidated Custodian Agreement is made as of January 1, 2008 (the “Consolidated Agreement”) by and among each open-end management investment company identified on Appendix A hereto (each such open-end management investment company and each open-end management investment company made subject to this Consolidated Agreement in accordance with Section 25 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).

Appendix A
Massmutual Premier Funds • February 3rd, 2014

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.

INVESTMENT SUB-SUBADVISORY AGREEMENT For MassMutual Premier Short-Duration Bond Fund
Investment Sub-Subadvisory Agreement • March 1st, 2011 • Massmutual Premier Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Babson Capital Management LLC (“Babson Capital”) and Cornerstone Real Estate Advisers LLC (the “Sub- Adviser), for the MassMutual Premier Short-Duration Bond 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 9th day of August, 2010.

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MASSMUTUAL PREMIER FUNDS
Agreement and Declaration • November 14th, 2011 • Massmutual Premier Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this day of , 2011 by the Trustees hereunder and the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amends and restates the Agreement and Declaration of Trust made in Boston, Massachusetts the 1st day of August, 1994, as amended.

PARTICIPATION AGREEMENT
Participation Agreement • November 14th, 2011 • Massmutual Premier Funds • Delaware

THIS AGREEMENT, dated as of November 14, 2011, among MassMutual Premier Funds, a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”, as defined below), iShares Trust, a business trust organized under the laws of the State of Delaware, and iShares, Inc., iShares MSCI Russia Capped Index Fund, Inc. corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively the “iShares Funds”1).

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