0001104659-23-119541 Sample Contracts

Form of INVESTMENT MANAGEMENT AGREEMENT for the MassMutual Clinton Municipal Credit Opportunities Fund
Investment Management Agreement • November 17th, 2023 • MassMutual Advantage Funds • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of February 1, 2024, 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 Clinton Municipal Credit Opportunities Fund (the “Fund”).

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Form of INVESTMENT SUBADVISORY AGREEMENT for the MassMutual Clinton Municipal Fund
Investment Subadvisory Agreement • November 17th, 2023 • MassMutual Advantage Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Clinton Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Clinton Municipal 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 February, 2024.

Form of Schedule VII.A
MassMutual Advantage Funds • November 17th, 2023

This Schedule VII.A is effective as of February 1, 2024 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.

Form of EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 17th, 2023 • 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 February, 2024.

PRINCIPAL UNDERWRITER AGREEMENT
Principal Underwriter Agreement • November 17th, 2023 • MassMutual Advantage Funds • Massachusetts

AGREEMENT dated as of May 1, 2023 by and between MassMutual Advantage Funds, a Massachusetts business trust (the “Trust”), and MML Distributors, LLC (“MMLD”), a Connecticut limited liability company having its principal place of business at 1295 State Street, Springfield, MA 01111.

Form of Appendix A
MassMutual Advantage Funds • November 17th, 2023

As of February 1, 2024, 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, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II. As of February 1, 2024, this Appendix A supersedes any previous versions of said Appendix.

FORM OF INVESTMENT COMPANY PORTFOLIO JOINDER AGREEMENT
Joinder Agreement • November 17th, 2023 • MassMutual Advantage Funds

Each of the funds listed below, being represented by the undersigned, hereby agrees to become a party to, and to be bound by all of the provisions of, the Amended and Restated Reimbursement and Security Agreement, dated December 1, 2021, by and between State Street Bank and Trust Company, a Massachusetts trust company with a place of business at State Street Financial Center, One Congress Street, Boston, Massachusetts 02111, and the undersigned registered investment company, of which each of the funds listed below is a portfolio.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 17th, 2023 • 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 13th day of July, 2023.

Form of Schedule A
MassMutual Advantage Funds • November 17th, 2023

As of February 1, 2024, this Schedule A forms a part of the Principal Underwriter Agreement dated as of May 1, 2023 (the “Agreement”) between MassMutual Advantage Funds and MML Distributors, LLC. As of February 1, 2024, this Schedule A supersedes any previous version of said Schedule A.

FORM OF SPONSORED MEMBER JOINDER AGREEMENT
Member Joinder Agreement • November 17th, 2023 • MassMutual Advantage Funds

This Joinder Agreement (“Joinder”) dated as of February 1, 2024 is entered into by and among State Street Bank and Trust Company (“Sponsoring Member”), the MassMutual Advantage Funds (the “Agent”), on behalf of its applicable series, and Fixed Income Clearing Corporation (“FICC”).

Form of Appendix A
MassMutual Advantage Funds • November 17th, 2023

As of February 1, 2024, this Appendix A forms a part of the Amended, Restated, and Consolidated Delegation 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, MassMutual Advantage Funds, MML Series Investment Fund, and MML Series Investment Fund II. As of February 1, 2024, this Appendix A supersedes any previous versions of said Appendix.

Form of Amendment No. 3 to Services Agreement
Services Agreement • November 17th, 2023 • MassMutual Advantage Funds

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of February 1, 2024 (the “Amendment Effective Date”):

Form of Amendment No. 2 to Services Agreement
Services Agreement • November 17th, 2023 • MassMutual Advantage Funds

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of [ ] [ ], 202[ ] (the “Amendment Effective Date”):

DATED FEBRUARY 1, 2024 TO ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
And Shareholder Services Agreement • November 17th, 2023 • MassMutual Advantage Funds

WHEREAS, MassMutual Advantage 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 Administrative and Shareholder Services Agreement dated as of December 1, 2021 (the “Agreement”).

Form of AMENDMENT SIX DATED FEBRUARY 1, 2024 TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • November 17th, 2023 • 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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