Massmutual Premier Funds Sample Contracts

BABSON CAPITAL FUNDS TRUST AGREEMENT AND DECLARATION OF TRUST May 3, 2013
Agreement and Declaration of Trust • May 24th, 2013 • Babson Capital Funds Trust • Massachusetts

This AGREEMENT AND DECLARATION OF TRUST is made this 3rd day of May, 2013, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

THIS AGREEMENT is made as of August 21, 2013, between Babson Capital Funds Trust, a Massachusetts business trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • October 26th, 2015 • Babson Capital Funds Trust • Colorado

THIS AGREEMENT is made as of , 2015, between Babson Capital Funds Trust (the “Trust”), organized as a statutory trust under the laws of the State of Massachusetts, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

FORM OF MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 19.5 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 29th, 2018 • Barings Funds Trust • Massachusetts

THIS SUB-ADVISORY AGREEMENT, dated as of August 2, 2018 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Manager”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England (the “Sub-Adviser”).

MONITORING SERVICES AGREEMENT
Monitoring Services Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts
FORM OF SIXTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • June 4th, 2021 • Massmutual Premier Funds

This amendment, dated [ ], 2021 and effective with respect to the MassMutual Advantage Funds and each of its current series, MassMutual Emerging Markets Debt Blended Total Return Fund, MassMutual Global Credit Income Opportunities Fund, MassMutual Global Emerging Markets Equity Fund, and MassMutual Global Floating Rate Fund, only upon State Street Bank and Trust Company taking custody of its assets, 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 or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of , 2013, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Babson Capital Funds Trust, a Massachusetts business trust (the “Trust”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • September 17th, 2018 • Barings Funds Trust

This Amendment No. 1 to the Distribution Agreement (this “Amendment”) is made by and between Barings Funds Trust, a Massachusetts business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”), and is effective as of September 17, 2018.

Amendment No. 2 to Distribution Agreement
Distribution Agreement • October 28th, 2016 • Barings Funds Trust

This Amendment, dated as of September 12, 2016, to the Distribution Agreement (this “Amendment”) is made by and between Babson Capital Funds Trust (the “Trust”), a Massachusetts business trust, and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

SECOND AMENDMENT TO
Agency and Services Agreement • September 17th, 2018 • Barings Funds Trust

THIS FIRST AMENDMENT (“Amendment”) is made as of September 17, 2018 between Barings Funds Trust (f/k/a Babson Capital Funds Trust) (the “Trust”), organized as a business trust under the laws of the State of Massachusetts, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

DISTRIBUTION AGREEMENT
Distribution Agreement • September 17th, 2018 • Barings Funds Trust • Massachusetts

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Barings Funds Trust, a Massachusetts business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • June 30th, 2015 • Babson Capital Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of August 21 2013 and amended as of February 23, 2015 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

Schedule A
Massmutual Premier Funds • June 4th, 2021

As of [ ], 2021, 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 [ ], 2021, this Schedule A supersedes any previous versions of said Schedule A.

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • October 27th, 2017 • Barings Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of October 24, 2017 (the “Agreement”), is made by and between BARINGS LLC (the “Manager”), a Delaware limited liability corporation, and Barings Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • October 28th, 2016 • Barings Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of October 20, 2016 (the “Agreement”), is made by and between BARINGS LLC (the “Manager”), a Delaware limited liability corporation, and Barings Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

delete or destroy information relating to such breach and State Street and the Vendor may suspend e-Delivery Services with respect to such Shareholder immediately. Upon any event which may cause State Street to suspend e-Delivery Services as described in this Section 1.2(d), if reasonably practicable, State Street will provide notice to the Funds thirty (30) business days prior to such suspension; provided, however, that if such Fund takes such action as may be requested by State Street to eliminate such event, State Street shall not suspend its provision of e-Delivery Services, or, if its provision of e-Delivery Services has been suspended, shall reinstate the provision of e-Delivery Services hereunder.

AMENDED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • October 26th, 2015 • Babson Capital Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of August 21 2013 and amended as of February 23, 2015 and September 28, 2015 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • August 21st, 2013 • Babson Capital Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of August 21, 2013 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of August 21, 2013 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

TRANSACTION MONITORING SERVICES ADDENDUM TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transaction Monitoring Services • October 26th, 2015 • Babson Capital Funds Trust • Colorado

This Transaction Monitoring Services Addendum (“Addendum”) to the Transfer Agency and Services Agreement effective as of this day of , 2015, is entered into between Babson Capital Funds Trust, a Massachusetts statutory trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • April 20th, 2020 • Barings Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of April 17, 2020 (the “Agreement”) and effective as of May 1, 2020, is made by and between BARINGS LLC (the “Manager”), a Delaware limited liability corporation, and Barings Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

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FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • September 17th, 2018 • Barings Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of February 7, 2018 (the “Agreement”), is made by and between BARINGS LLC (the “Manager”), a Delaware limited liability corporation, and Barings Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

amendment dated [ ], 2021 to amended and restated administrative and shareholder services agreement for MassMutual Premier Funds
Massmutual Premier Funds • June 4th, 2021

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”).

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