Common use of Covenants of the Sub-Adviser Clause in Contracts

Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 6 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto. (b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, it will provide the Fund and the Sub-Adviser with updated information relating to the Sub-Adviser’s performance results as reasonably required from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it. (c) The Sub-Adviser or its delegated auditor will make available for review by MassMutual (and, if requested by MassMutual, its designated auditors or attorneys) all audited reports relating the Sub-Adviser’s composite performance results with respect to the Fund and other funds or accounts of the Sub-Adviser with substantially similar investment objectives and strategies and which are in the Sub-Adviser’s possession or to which it has access. Sub-Adviser will make its or its delegated auditor’s representatives available to discuss any items contained in such audited reports. 8.

Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 6 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto. (b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, it will provide the Fund and the Sub-Adviser with updated information relating to the Sub-Adviser’s performance results as reasonably required from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it. (c) The Sub-Adviser or its delegated auditor will make available for review by MassMutual (and, if requested by MassMutual, its designated auditors or attorneys) all audited reports relating the Sub-Adviser’s composite performance results with respect to the Fund and other funds or accounts of the Sub-Adviser with substantially similar investment objectives and strategies and which are in the Sub-Adviser’s possession or to which it has access. Sub-Adviser will make its or its delegated auditor’s representatives available to discuss any items contained in such audited reports. 8.