0001193125-10-291559 Sample Contracts

Appendix A
Appendix A • December 30th, 2010 • Massmutual Premier Funds

As of December 3, 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 December 3, 2010, this Appendix A supersedes any previous versions of said Appendix.

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November 22, 2010 State Street Bank and Trust Company
Massmutual Premier Funds • December 30th, 2010
November 22, 2010 State Street Bank and Trust Company
Massmutual Premier Funds • December 30th, 2010
FORM OF MASSMUTUAL PREMIER FUNDS AMENDMENT NO. 28 AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 30th, 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

FORM OF Appendix A
Massmutual Premier Funds • December 30th, 2010

As of [ ], 2011, 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 [ ], 2011, this Appendix A supersedes any previous versions of said Appendix.

Schedule A
Massmutual Premier Funds • December 30th, 2010

As of December 3, 2010, this Schedule A forms a part of the Principal Underwriter Agreement dated as of February 23, 2006 (the “Agreement”) between MassMutual Premier Funds and MML Distributors, LLC. As of December 3, 2010, this Schedule A supercedes any previous versions of said Schedule A.

State Street Bank and Trust Company
Massmutual Premier Funds • December 30th, 2010
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 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.

State Street Bank and Trust Company
Massmutual Premier Funds • December 30th, 2010
FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 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 [ ] day of [ ], 2011.

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