0001193125-13-342282 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

THIS AGREEMENT is made as of August 21, 2013, between Babson Capital Funds Trust, a Massachusetts business trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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FORM OF MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 19.5 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of , 2013, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Babson Capital Funds Trust, a Massachusetts business trust (the “Trust”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

THIS SUB-ADVISORY AGREEMENT, dated as of August 21, 2013 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC, a Delaware limited liability corporation (the “Manager”), and BABSON CAPITAL GLOBAL ADVISORS LIMITED, a private limited company incorporated under the laws of England (the “Sub-Adviser”).

MONITORING SERVICES AGREEMENT
Monitoring Services Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts
FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

delete or destroy information relating to such breach and State Street and the Vendor may suspend e-Delivery Services with respect to such Shareholder immediately. Upon any event which may cause State Street to suspend e-Delivery Services as described in this Section 1.2(d), if reasonably practicable, State Street will provide notice to the Funds thirty (30) business days prior to such suspension; provided, however, that if such Fund takes such action as may be requested by State Street to eliminate such event, State Street shall not suspend its provision of e-Delivery Services, or, if its provision of e-Delivery Services has been suspended, shall reinstate the provision of e-Delivery Services hereunder.

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • August 21st, 2013 • Babson Capital Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of August 21, 2013 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), a Massachusetts business trust, on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 21st, 2013 • Babson Capital Funds Trust • Massachusetts

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of August 21, 2013 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC (the “Manager”), a Delaware limited liability corporation, and Babson Capital Funds Trust (the “Trust”), on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and, collectively, the “Funds”).

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