0001104659-22-084161 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth in Exhibit A hereto
Investment Subadvisory Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This INVESTMENT SUBADVISORY AGREEMENT (the “Subadvisory Agreement”), dated as of December 21, 2021, is between Barings LLC, a Delaware limited liability company (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Access Pine Point Fund (the “Fund”), a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund that may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).

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CUSTODY AGREEMENT
Custody Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
Exhibit (g)(5) SUB-SUB-ADVISORY AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth in Exhibit A hereto
Sub-Sub-Advisory Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This SUB-SUB-ADVISORY AGREEMENT, dated as of December 21, 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”), for the MassMutual Access Pine Point Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).

SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

THIS SUB-ADMINISTRATIVE SERVICES AGREEMENT is entered into as of January 17, 2022 by and between 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").

administrative and shareholder services agreement
Administrative and Shareholder Services Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the 21st day of December 2021 (the “Effective Date”) is entered into by and between MassMutual Private Equity Funds Subsidiary LLC (the “Fund”) and MML Investment Advisers, LLC (the “Manager”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This Sub-Administration Agreement (“Agreement”) dated and effective as of December 21, 2021, is by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Administrator” or “State Street”).

INVESTMENT MANAGEMENT AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth on Exhibit A hereto
Investment Management Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 21, 2021, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”) and MassMutual Access Pine Point Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund that may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).

INVESTMENT MANAGEMENT AGREEMENT for MassMutual Private Equity Funds Subsidiary LLC
Investment Management Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 21, 2021, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”) and MassMutual Private Equity Funds Subsidiary LLC (the “Fund”), a Delaware limited liability company and a wholly-owned subsidiary of MassMutual Private Equity Funds LLC, a Delaware limited liability company and a wholly-owned subsidiary of MassMutual AccessSM Pine Point Fund, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), a Delaware statutory trust (the “Trust”). The purpose of the Fund is to facilitate the implementation of the Trust’s investment strategies.

SUPPORT SERVICES SUPPLEMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund

The Transfer Agency and Service Agreement dated and effective as of December 7, 2021 (the “Agreement”), by and between State Street Bank and Trust Company (the “Transfer Agent”), a Massachusetts trust company, and each entity identified on Appendix A thereto (the “Fund”), is hereby supplemented as of December 21, 2021 (the “Effective Date”) in the manner set forth below (the “Supplement”).

PRINCIPAL UNDERWRITER AGREEMENT
Principal Underwriter Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

AGREEMENT dated as of December 21, 2021 by and between MassMutual AccessSM Pine Point Fund, a Delaware statutory trust (the “Fund”), and MML Distributors, LLC (“MMLD”), a Connecticut limited liability company having its principal place of business at 1295 State Street, Springfield, MA 01111.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”), and MassMutual AccessSM Pine Point Fund, a Delaware statutory trust (the “Fund”), effective as of the 21st day of December, 2021.

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