0001193125-14-032392 Sample Contracts

Appendix A
Massmutual Premier Funds • February 3rd, 2014

As of December 31, 2013, 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 December 31, 2013, this Appendix A supersedes any previous versions of said Appendix.

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Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Disciplined Growth Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Core Bond Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Short-Duration Bond Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Strategic Emerging Markets Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Global Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Inflation-Protected and Income Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Focused International Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Diversified Bond Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier Main Street Fund
Investment Management Agreement • February 3rd, 2014 • 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

Form of AMENDMENT TWO DATED APRIL 1, 2014 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Premier High Yield Fund
Investment Management Agreement • February 3rd, 2014 • 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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