0001193125-13-034292 Sample Contracts

AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Core Bond Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Core Bond Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Short-Duration Bond Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Short-Duration Bond Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Value Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Value Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Global Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Global Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Focused International Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Focused International Fund (the “Fund”); and

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MARKET VECTORS ETF TRUST INVESTING FUND AGREEMENT
Investing Fund Agreement • February 1st, 2013 • Massmutual Premier Funds

This Investing Fund Agreement (the “Agreement”) is made as of the date set forth below between the Market Vectors ETF Trust (the “Trust”) and MassMutual Premier Funds (the “MassMutual Fund”), on behalf of each of its series (each, an “Investing Fund”).

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier High Yield Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier High Yield Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Inflation-Protected and Income Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Inflation-Protected and Income Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier International Equity Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier International Equity Fund (the “Fund”); and

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 1st, 2013 • 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 1st day of February, 2013.

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Small/Mid Cap Opportunities Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Small/Mid Cap Opportunities Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Strategic Emerging Markets Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Strategic Emerging Markets Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Capital Appreciation Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Capital Appreciation Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Disciplined Growth Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Disciplined Growth Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Main Street Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Main Street Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Balanced Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Balanced Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Disciplined Value Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Disciplined Value Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Diversified Bond Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier Diversified Bond Fund (the “Fund”); and

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AMENDMENT DATED JUNE 1, 2012 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier International Bond Fund
Investment Management Agreement • February 1st, 2013 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and MassMutual Premier Funds (the “Trust”) entered into an Amended and Restated Investment Management Agreement (the “Agreement”), effective as of November 21, 2011 with respect to the MassMutual Premier International Bond Fund (the “Fund”); and

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