FORM OF Appendix ACustodian Agreement • October 4th, 2010 • Massmutual Premier Funds
As of [ ], 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of [ ], 2010, this Appendix A supersedes any previous versions of said Appendix.
Appendix ATransfer Agency and Service Agreement • October 4th, 2010 • Massmutual Premier Funds
As of June 30, 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Transfer Agency and Service Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Premier Funds, MassMutual Select Funds and Massachusetts Mutual Life Insurance Company. As of June 30, 2010, this Appendix A supercedes any previous versions of said Appendix.
Appendix ASub-Administration Agreement • October 4th, 2010 • Massmutual Premier Funds
As of August 9, 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Sub-Administration Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, Massachusetts Mutual Life Insurance Company and the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of August 9, 2010, this Appendix A supersedes any previous versions of said Appendix.
FORM OF MASSMUTUAL PREMIER FUNDS AMENDMENT NO. 27 AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • October 4th, 2010 • 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
Appendix ACustodian Agreement • October 4th, 2010 • Massmutual Premier Funds
As of August 9, 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of August 9, 2010, this Appendix A supersedes any previous versions of said Appendix.
FORM OF Appendix ASub-Administration Agreement • October 4th, 2010 • Massmutual Premier Funds
As of [ ], 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Sub-Administration Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, Massachusetts Mutual Life Insurance Company and the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of [ ], 2010, this Appendix A supersedes any previous versions of said Appendix.
FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • October 4th, 2010 • 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 3rd day of December, 2010.
FORM OF RULE 12B-1 PLAN FOR CLASS Z SHARES MASSMUTUAL PREMIER FUNDS CLASS Z SHARES Distribution and Service Plan and AgreementDistribution and Service Plan • October 4th, 2010 • Massmutual Premier Funds
This Plan and Agreement (the “Plan”) constitutes the Distribution and Service Plan of the Class Z shares of the MassMutual Premier [ ] Fund (the “Fund”), a series of the MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), adopted pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the “Act”) and the related agreement between the Trust and MML Distributors, LLC, the principal underwriter of the Trust’s shares. During the effective term of this Plan, the Trust may make payments to Massachusetts Mutual Life Insurance Company (“MassMutual”) upon the terms and conditions hereinafter set forth:
AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENTCustodian Agreement • October 4th, 2010 • Massmutual Premier Funds
Amendment dated May 25, 2010, to the Amended, Restated and Consolidated Custodian Agreement (the “Consolidated Agreement”), dated as of January 1, 2008, by and among each open-end management investment company identified on Appendix A of the Consolidated Agreement, and State Street Bank and Trust Company (the “Custodian”). This Amendment is effective only with respect to the MassMutual Premier Funds and MML Series Investment Fund II (each a “Fund”) on behalf of their individual series listed on Appendix A of the Consolidated Agreement (as such Appendix A may be amended from time to time).
FORM OF Appendix ATransfer Agency and Service Agreement • October 4th, 2010 • Massmutual Premier Funds
As of [ ], 2010, this Appendix A forms a part of the Amended, Restated and Consolidated Transfer Agency and Service Agreement dated as of January 1, 2008 (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Premier Funds, MassMutual Select Funds and Massachusetts Mutual Life Insurance Company. As of [ ], 2010, this Appendix A supercedes any previous versions of said Appendix.
