0001193125-04-220722 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for the MassMutual Premier Enhanced Index Value Fund
Investment Sub-Advisory Agreement • December 29th, 2004 • Massmutual Premier Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Babson Capital Management LLC (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Premier Enhanced Index Value Fund (the “Fund”), a series of the MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 29th day of October, 2004.

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INVESTMENT SUB-ADVISORY AGREEMENT for the MassMutual Premier Short-Duration Bond Fund
Sub-Advisory Agreement • December 29th, 2004 • Massmutual Premier Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Babson Capital Management LLC (the “Sub-Adviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Premier Short-Duration Bond Fund (the “Fund”), a series of the MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end diversified 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 29th day of October, 2004.

INVESTMENT MANAGEMENT AGREEMENT for the MassMutual Premier Funds
Investment Management Agreement • December 29th, 2004 • Massmutual Premier Funds

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and the MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective this 29th day of October, 2004.

CUSTODIAN AGREEMENT
Custodian Agreement • December 29th, 2004 • Massmutual Premier Funds • Massachusetts

AGREEMENT made as of this 1st day of November, between MassMutual Premier Funds, a Massachusetts business trust (the “Fund”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

SUB-DISTRIBUTOR’S AGREEMENT BETWEEN AND OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Sub-Distributor’s Agreement • December 29th, 2004 • Massmutual Premier Funds
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 29th, 2004 • Massmutual Premier Funds • Massachusetts

AGREEMENT made as of the 1st day of November by and among Massachusetts Mutual Life Insurance Company, a corporation organized under the laws of Massachusetts (“MassMutual”), MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 29th, 2004 • Massmutual Premier Funds • Massachusetts

AGREEMENT made as of October 12, 2004 by and between Massachusetts Mutual Life Insurance Company, a corporation organized under the laws of Massachusetts (“MassMutual”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 29th, 2004 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 31st day of December, 2004.

GENERAL DISTRIBUTOR’S AGREEMENT BETWEEN THE DLB FUND GROUP AND
Massmutual Premier Funds • December 29th, 2004

THE DLB FUND GROUP, a Massachusetts business trust (the “Trust”), is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and an indefinite number of one or more classes of shares of beneficial interest of the series of the Trust as shown on Schedule A have been registered under the Securities Act of 1933, as amended (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in each series’ Prospectus and Statement of Additional Information (“SAI”) included in the Trust’s Registration Statement as it may be amended from time to time (the “current Prospectus and/or SAI”). As used herein, the term “Fund” refers to each of the series of the Trust described above and any additional series of the Trust that have Shares which become registered under the 1933 Act to be offered for sale to the public in a continuous public offering in accordance with the terms and conditio

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 29th, 2004 • Massmutual Premier Funds
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 29th, 2004 • Massmutual Premier Funds
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 29th, 2004 • Massmutual Premier Funds

This AMENDMENT TO SUB-ADMINISTRATION AGREEMENT (the “Amendment”) is dated as of November 1, 2004 by and between Massachusetts Mutual Life Insurance Company (“MassMutual”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“IBT”).

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