0001104659-20-132054 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT for MassMutual Premier Disciplined Growth Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Premier Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Wellington Management Company LLP (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Premier Disciplined Growth 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 18th day of November, 2020.

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SEVENTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE...
Securities Lending Agency Agreement • December 3rd, 2020 • Massmutual Premier Funds • Massachusetts

This Seventeenth Amendment (this “Amendment”) dated 29 June, 2020 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

Schedule VII.A
Massmutual Premier Funds • December 3rd, 2020

This Schedule VII.A is effective as of September 15, 2020 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

AMENDMENT TWO DATED JULY 1, 2020 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier International Equity Fund
Investment Management Agreement • December 3rd, 2020 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier International Equity Fund (the “Fund”);

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 3rd, 2020 • Massmutual Premier Funds • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of October 5, 1999 by and between Babson-Stewart Ivory International Limited Partnership III, a Delaware limited partnership (the “Limited Partnership”), and The DLB Fund Group, a Massachusetts business trust (“The DLB Fund Group”), on behalf of The DLB Stewart Ivory International Fund (the “Mutual Fund”).

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 3rd, 2020 • 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 February, 2021.

AMENDMENT ONE DATED MARCH 2, 2020 TO INVESTMENT SUBADVISORY AGREEMENT for MassMutual Premier Main Street Fund
Investment Subadvisory Agreement • December 3rd, 2020 • Massmutual Premier Funds

WHEREAS, MML Investment Advisers, LLC (“MML Advisers”) and Invesco Advisers, Inc. (the “Subadviser”) entered into an Investment Subadvisory Agreement (the “Agreement”), effective as of May 24, 2019 relating to the MassMutual Premier Main Street Fund (the “Fund”); and

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