INVESTMENT MANAGEMENT AGREEMENT for MassMutual Barings Dynamic Allocation FundInvestment Management Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of November 14, 2011, is between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Barings Dynamic Allocation Fund (the “Fund”).
FORM OF INVESTMENT SUBADVISORY AGREEMENT for MassMutual Barings Dynamic Allocation FundInvestment Subadvisory Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Baring International Investment Limited (the “Subadviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Barings Dynamic Allocation Fund (the “Fund”), a series of MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end 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 14th day of November, 2011.
FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MASSMUTUAL PREMIER FUNDSAgreement and Declaration • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this day of , 2011 by the Trustees hereunder and the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amends and restates the Agreement and Declaration of Trust made in Boston, Massachusetts the 1st day of August, 1994, as amended.
PARTICIPATION AGREEMENTParticipation Agreement • November 14th, 2011 • Massmutual Premier Funds • Delaware
THIS AGREEMENT, dated as of November 14, 2011, among MassMutual Premier Funds, a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”, as defined below), iShares Trust, a business trust organized under the laws of the State of Delaware, and iShares, Inc., iShares MSCI Russia Capped Index Fund, Inc. corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively the “iShares Funds”1).
POWERSHARES INDIA EXCHANGE-TRADED FUND TRUST PURCHASING FUND AGREEMENTPurchasing Fund Agreement • November 14th, 2011 • Massmutual Premier Funds
This Purchasing Fund Agreement (the “Agreement”) is made as of the date set forth below between the PowerShares India Exchange-Traded Fund Trust (the “Trust”) and MassMutual Premier Funds, on behalf of its MassMutual Barings Dynamic Allocation Fund series (the “Purchasing Fund”).
FORM OF RUSSELL EXCHANGE TRADED FUNDS TRUST ACQUIRING FUND AGREEMENTAcquiring Fund Agreement • November 14th, 2011 • Massmutual Premier Funds
This Acquiring Fund Agreement (the “Agreement”) is made as of the date set forth below between the Russell Exchange Traded Funds Trust (the “Trust”) and MassMutual Premier Funds on behalf of its MassMutual Barings Dynamic Allocation Fund series (the “Acquiring Fund”).
MASSMUTUAL PREMIER FUNDS AMENDMENT NO. 30 AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • November 14th, 2011 • 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
PURCHASING FUND AGREEMENTPurchasing Fund Agreement • November 14th, 2011 • Massmutual Premier Funds
This Purchasing Fund Agreement (“Agreement”) is made as of the date set forth below between STATE STREET BANK AND TRUST COMPANY (the “Trustee”), in its capacity as trustee and on behalf of the SPDR® DOW JONES INDUSTRIAL AVERAGE ETF TRUST and SPDR® S&P 500® ETF TRUST (each, a “Trust” and collectively, the “Trusts”), severally and not jointly, and the registered investment companies named on Schedule A, severally and not jointly, each on behalf of their current and any future series as an investing fund (each, a “Purchasing Fund” and collectively, the “Purchasing Funds”).
INVESTING FUND AGREEMENTInvesting Fund Agreement • November 14th, 2011 • Massmutual Premier Funds
This Investing Fund Agreement (“Agreement”) is made as of the date set forth below between The Select Sector SPDR Trust, SPDR Series Trust and SPDR Index Shares Funds (each, a “Trust” and collectively, the “Trusts”), severally and not jointly, and the registered investment companies named on Schedule A, severally and not jointly, each on behalf of their current and any future series as an investing fund (each, an “Investing Fund” and collectively, the “Investing Funds”).
ADMINISTRATION AGREEMENTAdministration Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
Agreement dated as of November 14, 2011 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I, Ltd., an exempted limited company incorporated in the Cayman Islands (the “Company”).
FORM OF INVESTMENT SUB-SUBADVISORY AGREEMENT for MassMutual Barings Dynamic Allocation FundSub-Subadvisory Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This Investment Sub-Subadvisory Agreement (this “Sub-Subadvisory Agreement”), is by and between Baring International Investment Limited (“BIIL”) and Baring Asset Management LLC (“BAM LLC”), for the MassMutual Barings Dynamic Allocation Fund (the “Fund”), a series of MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end 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 14th day of November, 2011.
FORM OF SIDE LETTERMassmutual Premier Funds • November 14th, 2011
Massachusetts Mutual Life Insurance Company (“MassMutual”) and Baring International Investment Limited (“Subadviser”) have entered into a Subadvisory Agreement dated as of November 14, 2011 (the “Agreement”). In the Agreement, MassMutual has retained the Subadviser to manage the assets of the MassMutual Barings Dynamic Allocation Fund (“Fund”). In connection with the performance by the parties of their respective obligations under the Agreement, the parties wish to set out certain operating protocols and understandings. Capitalized terms not defined herein shall have the meanings given to those terms in the Agreement.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
THIS AGREEMENT is made as of the 14th day of November 2011, by and between MASSMUTUAL BARINGS CAYMAN GLOBAL DYNAMIC ASSET ALLOCATION FUND I, LTD, an exempted limited company incorporated in the Cayman Islands, having its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (the “Transfer Agent”).
INVESTMENT SUBADVISORY AGREEMENT for MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I, Ltd.Investment Subadvisory Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Baring International Investment Limited (“BIIL”) and Baring Asset Management LLC (“BAM LLC”) for the MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I., Ltd. (the “Company”), effective as of the 14th day of November, 2011.
CUSTODIAN AGREEMENTCustodian Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This Custodian Agreement is made as of November 14, 2011 (the “Agreement”) by and among MASSMUTUAL BARINGS CAYMAN GLOBAL DYNAMIC ASSET ALLOCATION FUND I, LTD., an exempted company organized under the laws of the Cayman Islands (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).
ContractInvesting Agreement • November 14th, 2011 • Massmutual Premier Funds • Pennsylvania
This INVESTING AGREEMENT (the “Agreement”), dated as of November 14, 2011, is between MassMutual Premier Funds, a trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself and its separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule B (the “Vanguard Trusts”), on behalf of themselves and their respective series listed on Schedule B (each, a “Vanguard Fund”), severally and not jointly.
November 14, 2011 MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I., Ltd. c/o Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Ladies and Gentlemen:Massmutual Premier Funds • November 14th, 2011
MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I., Ltd. (the “Company”) and Baring International Investment Limited (“Adviser”) have entered into an Investment Advisory Agreement dated as of November 14, 2011 (the “Agreement”). In the Agreement, the Company has retained the Adviser to manage its Assets. In connection with the performance by the parties of their respective obligations under the Agreement, the parties wish to set out certain operating protocols and understandings.
Schedule AMassmutual Premier Funds • November 14th, 2011
As of November 14, 2011, 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 November 14, 2011, this Schedule A supercedes any previous versions of said Schedule A.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • November 14th, 2011 • Massmutual Premier Funds
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 14th day of November, 2011.
INVESTMENT ADVISORY AGREEMENT for MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I, Ltd.Investment Advisory Agreement • November 14th, 2011 • Massmutual Premier Funds • Massachusetts
This Investment Advisory Agreement (this “Advisory Agreement”), is by and between Baring International Investment Limited (the “Adviser”) and MassMutual Barings Cayman Global Dynamic Asset Allocation Fund I, Ltd., a Cayman Islands exempt limited company (the “Company”), effective as of the 14th day of November, 2011.
RYDEX FUNDS PARTICIPATION AGREEMENTRydex Funds Participation Agreement • November 14th, 2011 • Massmutual Premier Funds • Delaware
THIS AGREEMENT, dated as of November 14, 2011, between MassMutual Premier Funds (the “Company”), a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each an “Investing Fund”), and Rydex Series Funds, Rydex Dynamic Funds, and Rydex ETF Trust, statutory trusts organized under the laws of the State of Delaware on behalf of their separate series, severally and not jointly (each a “Rydex Fund” and collectively the “Rydex Funds”).
Appendix AMassmutual Premier Funds • November 14th, 2011
As of November 14, 2011, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (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 November 14, 2011, this Appendix A supersedes any previous versions of said Appendix.
