0001193125-15-239641 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 30th, 2015 • Babson Capital Funds Trust • Massachusetts

THIS SUB-ADVISORY AGREEMENT, dated as of , 2015 (the “Agreement”), is made by and between BABSON CAPITAL MANAGEMENT LLC, a Delaware limited liability corporation (the “Manager”), and CORNERSTONE REAL ESTATE ADVISERS LLC, a Delaware limited corporation (the “Sub-Adviser”).

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AMENDED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • June 30th, 2015 • Babson Capital Funds Trust

THIS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT, dated as of August 21 2013 and amended as of February 23, 2015 (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”).

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