0001193125-08-043883 Sample Contracts

CUSTODIAN AGREEMENT (Amended, Restated and Consolidated)
Custodian Agreement • February 29th, 2008 • Massmutual Premier Funds • Massachusetts

This Amended, Restated and Consolidated Custodian Agreement is made as of January 1, 2008 (the “Consolidated Agreement”) by and among each open-end management investment company identified on Appendix A hereto (each such open-end management investment company and each open-end management investment company made subject to this Consolidated Agreement in accordance with Section 25 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).

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SUB-ADMINISTRATION AGREEMENT (Amended, Restated and Consolidated)
Sub-Administration Agreement • February 29th, 2008 • Massmutual Premier Funds • Massachusetts

This Amended, Restated and Consolidated SUB-ADMINISTRATION AGREEMENT made as of January 1, 2008 (“Consolidated Agreement”) by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company organized under the laws of Massachusetts (“MassMutual” or “Administrator”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Bank” or “Sub-Administrator”).

TRANSFER AGENCY AND SERVICE AGREEMENT (Amended, Restated and Consolidated)
Transfer Agency and Service Agreement • February 29th, 2008 • Massmutual Premier Funds • Massachusetts

This Amended, Restated and Consolidated TRANSFER AGENCY AND SERVICE AGREEMENT made as of January 1, 2008 (the “Consolidated Transfer Agency Agreement”) by and among Massachusetts Mutual Life Insurance Company, a corporation organized under the laws of Massachusetts ( “MassMutual”), the following two Massachusetts business trusts: MassMutual Premier Funds (“MassMutual Premier Funds”), formerly known as The DLB Fund Group, and MassMutual Select Funds (“MassMutual Select Funds”), formerly known as MassMutual Institutional Funds, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Bank”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 29th, 2008 • 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 1st day of March, 2008.

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