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Title: |
Principal Underwriter Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
22KB total |
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Price: |
$43 |
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ID: |
#2530413 |
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PRINCIPAL UNDERWRITER AGREEMENT
AGREEMENT dated as of February 23, 2006, by and between MassMutual Premier Funds, a Massachusetts business trust (the Trust), and MML Distributors, LLC (MMLD), a Connecticut limited liability company having its principal place of business at 1414 Main Street, Springfield, MA 01144. This Agreement replaces and supercedes in its entirety that certain General Distributors Agreement dated October 12, 2004 between the Trust and MMLD.
WHEREAS, the Trust is an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the 1940 Act); and
WHEREAS, it is intended that MMLD act as the principal underwriter of the classes of shares of beneficial interest (the Shares) of the series of the Trust identified on Schedule A, as such schedule may be amended from time to time with the consent of the parties hereto (such series, the Funds), on the terms set forth in this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints MMLD the principal underwriter and agent for the distribution of Shares of the Funds covered by the Trusts registration statement (Registration Statement) and any supplements thereto, in each case then in effect under the Securities Act of 1933 (the 1933 Act), in jurisdictions wherein such Shares may be legally offered for sale, and MMLD hereby accepts such appointment. The Trust agrees that from and after the date of this Agreement, it will not, without the consent of MMLD, sell or agree to sell any Shares of the Funds otherwise than through MMLD as agent, except that the Trust may issue Shares:
(a) to the Trusts officers or trustees and to the separate investment accounts of Massachusetts Mutual Life Insurance Company (MassMutual);
(b) in connection with a merger, consolidation or acquisition of assets on such basis as may be authorized or permitted under the 1940 Act;
(c) in connection with the reinvestment of dividends and other distributions of the Trust or any Fund if permitted by the current prospectus (Prospectus) and/or statement of additional information (SAI) contained in the Registration Statement;
(d) in connection with any offer of exchange permitted by Section 11 of the 1940 Act; and
(e) as underlying securities of a unit investment trust or other registered open-end investment company (or series thereof).
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2. Duties of MMLD.
| (a) | MMLD shall have the following duties and obligations concerning the Shares: |
| (i) | MMLD will use efforts it believes reasonable to organize selling groups of broker-dealers, and will enter into dealer agreements for the sale of Shares with such broker-dealers. |
| (ii) | MMLD will transmit promptly to the Trusts transfer agent any orders received by it for the purchase or redemption of shares. |
| (iii) | MMLD will issue or cause the transfer agent to issue to selling broker-dealers or their customers confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust. |
| (iv) | MMLD will review, comment on and file (if so required) with NASD proposed sales literature and advertisements relating to the Trust or the Shares that are submitted to it by the Trust. |
| (v) | In connection with MMLDs duties hereunder, MMLD shall not give any information or make any representations regarding Shares except such information or representations as are contained in the current Prospectus and/or SAI or advertisements and sales literature prepared by the Trust for MMLDs use. |
| (vi) | All activities of MMLD in its capacity as principal underwriter of the Shares shall comply with all applicable laws, rules and regulations, including the 1940 Act and rules thereunder and all NASD rules, and with the terms of the current Prospectuses and SAIs. |
| (vii) | MMLD shall maintain policies and procedures reasonable designed to prevent violations of the federal securities laws to the extent applicable to MMLDs obligations hereunder, and MMLD will promptly notify the Trusts Chief Compliance Officer in the event of any material violation by MMLD of any such law. |
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