0001193125-09-041065 Sample Contracts

MASSMUTUAL PREMIER FUNDS AMENDMENT NO. 23 AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 27th, 2009 • Massmutual Premier Funds

The undersigned, being at least a majority of the Trustees of MassMutual Premier Funds, a Massachusetts business trust, created and existing under an Agreement and Declaration of Trust dated August 1, 1994, as amended by Amendment No. 1 thereto dated May 16, 1996, Amendment No. 2 thereto dated December 17, 1997, Amendment No. 3 thereto dated April 22, 1998, Amendment No. 4 thereto dated February 12, 1999, Amendment No. 5 thereto dated February 12, 1999, Amendment No. 6 thereto dated May 12, 1999, Amendment No. 7 thereto dated October 20, 1999, Amendment No. 8 thereto dated December 21, 1999, Amendment No 9. thereto dated May 12, 2000, Amendment No. 10 thereto dated July 17, 2000, Amendment No. 11 thereto dated October 19, 2000, Amendment No. 12 thereto dated December 30, 2002, Amendment No. 13 thereto dated February 21, 2003, Amendment No. 14 thereto dated April 29, 2004, Amendment No. 15 thereto dated August 3, 2004, Amendment No. 16 thereto dated October 15, 2004, Amendment No. 17 th

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 27th, 2009 • 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 2nd day of March, 2009.

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