0001104659-22-009733 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT for MassMutual Global Credit Income Opportunities Fund
Investment Management Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 1, 2021 is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Advantage Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Global Credit Income Opportunities Fund (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT for MassMutual Global Credit Income Opportunities Fund
Investment Subadvisory Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Barings LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Global Credit Income Opportunities Fund (the “Fund”), a series of MassMutual Advantage 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 December, 2021.

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

This SUB-SUB-ADVISORY AGREEMENT, dated as of December 1, 2021 (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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

THIS AGREEMENT (the “Agreement”) is made as of December 10, 2021, between MassMutual Advantage Funds, a Massachusetts business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDED AND RESTATED REIMBURSEMENT AND SECURITY AGREEMENT
Reimbursement and Security Agreement • January 31st, 2022 • MassMutual Advantage Funds • New York

This Reimbursement and Security Agreement, dated December 1, 2021 (this “Agreement”), is made by and between State Street Bank and Trust Company (“State Street”), a Massachusetts trust company with a place of business at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, and each of the entities listed on Schedule A hereto and, in the case of a registered investment company, each of the portfolios listed on Schedule A and any portfolio of such registered investment company that is not listed on Schedule A but that may engage in the transactions described below after the date of this Agreement and that agrees to be bound by this Agreement by entering into a joinder agreement in substantially the form of Annex I attached hereto (collectively, the “Clients” and each, a “Client”). This Agreement replaces and supersedes in its entirety that certain Reimbursement and Security Agreement dated September 14, 2017 between the Clients and State Street.

SIXTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • January 31st, 2022 • MassMutual Advantage Funds

This amendment, dated December 1, 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.

administrative and shareholder services agreement
Administrative and Shareholder Services Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

This ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the first day of December 2021 (the “Effective Date”) is entered into by and between MassMutual Advantage 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”).

AMENDMENT NUMBER 5 TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • January 31st, 2022 • MassMutual Advantage Funds

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of December 1, 2021 by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”). Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.

NINETEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF...
Securities Lending Agency Agreement • January 31st, 2022 • MassMutual Advantage Funds • Massachusetts

This Nineteenth Amendment (this “Amendment”) dated December 1, 2021 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE 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.

SECOND AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DELEGATION AGREEMENT
Delegation Agreement • January 31st, 2022 • MassMutual Advantage Funds

This amendment, dated December 1, 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 DELEGATION 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 (the “Delegate”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

Contract
MassMutual Advantage Funds • January 31st, 2022

This letter agreement may be terminated by any of the parties hereto at any time by notice to the other parties; provided, however, that MML Advisers shall remain obligated pursuant to Section 5 of the Agreement to pay to State Street all amounts due and owing to State Street under the Agreement as of the date of such termination and all amounts that may become due to State Street thereafter.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 31st, 2022 • MassMutual Advantage Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Advantage Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of December, 2021.

SPONSORED MEMBERSHIP AGREEMENT
Membership Agreement • January 31st, 2022 • MassMutual Advantage Funds • New York

WHEREAS, each of the legal entities listed in Schedule 1 attached to this Agreement, and any legal entity that is not listed on Schedule 1 but that agrees in the future to be bound by this Agreement by entering into a joinder agreement substantially in the form of Schedule 2 attached hereto (such entities each, severally and not jointly, a “Sponsored Member”), has requested, either through an officer of the Sponsored Member or through an authorized agent of the Sponsored Member (which may be the Sponsored Member’s investment advisor or other duly authorized agent and is referred to herein as the “Agent”), that it be permitted to become a Sponsored Member of the Government Securities Division (“GSD”) of the Fixed Income Clearing Corporation (“FICC”) as that term is defined in the GSD Rulebook (the “Rules”);

AMENDMENT FOUR DATED December 1, 2021 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • January 31st, 2022 • MassMutual Advantage Funds

WHEREAS, Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts (“MassMutual”), and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), have entered into a Sub-Administrative Services Agreement dated as of April 1, 2014 (the “Agreement”).

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