Common use of General Provision Clause in Contracts

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 71 contracts

Samples: Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds)

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General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund. Notwithstanding the foregoing, the Subadviser shall not be responsible for determining the value of any investments held by the Fund.

Appears in 58 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 47 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 47 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 20 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s 's pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the "Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund's Disclosure Documents (collectively, the "Charter Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund, MassMutual or the Fund's administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund's administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 16 contracts

Samples: Investment Sub Advisory Agreement (DLB Fund Group), Investment Sub Advisory Agreement (DLB Fund Group), Investment Sub Advisory Agreement (DLB Fund Group)

General Provision. (a) MML Advisers Babson Capital hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersBabson Capital, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers Babson Capital (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser by Babson Capital; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust, MassMutual and Babson Capital with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. Babson Capital acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) Babson Capital acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual or Babson Capital, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, Babson Capital, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, Babson Capital, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual, Babson Capital or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 11 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities) provided, however, that the parties acknowledge that the Sub-Adviser is not responsible for pricing determinations or calculations and any information provided pursuant to this provision by the Sub-Adviser will be provided for informational purposes only;. (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction). The Sub-Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Sub-Adviser has not been provided sufficient information in accordance with this Agreement or otherwise.

Appears in 9 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities) provided, however, that the parties acknowledge that the Sub-Adviser is not responsible for pricing determinations or calculations and any information provided pursuant to this provision by the Sub-Adviser will be provided for informational purposes only. (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction). The Sub-Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Sub-Adviser has not been provided sufficient information in accordance with this Agreement or otherwise.

Appears in 8 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 7 contracts

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 7 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers The Trust hereby appoints the Subadviser, employs OFI GLOBAL and the Subadviser OFI GLOBAL hereby undertakes to act, act as the investment subadviser to adviser of the Portfolio to provide investment advice Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser OFI GLOBAL shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, Trustees the benefit of the Subadviser’s its best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance with: best efforts to enable the Fund to conform to (i) the provisions of the Investment Company Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; thereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; law; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws By-Laws of the Trust, Trust as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); time; (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; Trust; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) time. The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder OFI GLOBAL shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust with respect to any matters dealing with the provision business and affairs of such servicesthe Trust including the valuation of portfolio securities of the Fund which are either not registered for public sale or not traded on any securities market. (cb) Subadviser will comply At its option, OFI GLOBAL may appoint a sub-adviser (which may be affiliated with OFI GLOBAL) to perform all or such responsibilities of OFI GLOBAL under this Agreement as shall be delegated by OFI GLOBAL to such subadviser provided, however, that the applicable provisions appointment of any subadviser and the assumption by such subadviser of any responsibilities of OFI GLOBAL shall be subject to the approval of the Board of Trustees of the Trust, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such person, cast in person at a meeting called for the purpose of voting on such approval, and, to the extent necessary, the shareholders of the Fund’s pricing procedures which it has received and. OFI GLOBAL agrees to give the Trust prompt written notice of the termination of, upon requestor any notice to terminate, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fundany subadviser agreement.

Appears in 6 contracts

Samples: Investment Advisory Agreement (Oppenheimer Integrity Funds), Investment Advisory Agreement (Oppenheimer Integrity Funds), Investment Advisory Agreement (Oppenheimer Integrity Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all mattersmatters relating to its duties and functions as set forth herein, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 5 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent Pricing Committee in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 5 contracts

Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund Portfolio such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund Portfolio and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance withto materially conform to, and to use its best efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and thereunder; (ii) the asset diversification requirements as defined by Subchapter M of the Internal Revenue Code of 1986, as amendedamended (the “Code”). Additionally, the Subadviser will use its best efforts to ensure the Portfolio restricts investments that produce non-qualifying income as applicable defined by the Code. The Subadviser will monitor the asset diversification requirements and the non-qualifying income based on information provided by the Portfolio’s administrator, tax advisor, custodian or other service providers. Based on advice from the Portfolio’s tax advisor, the administrator will provide written notice to the FundSubadviser of any corrective actions required to be taken by the Subadviser with respect to the asset diversification and qualifying income requirements of the Code by the 20th calendar day following a quarter end; (iiiii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iiiiv) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (ivv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) notified in writing and which have been delivered to the fundamental and non-fundamental policies and investment restrictions Subadviser within a reasonable time in advance of the Fund as reflected in policy or determination’s effective date for the Trust’s registration statement under the Act from time Subadviser to timereview and understand such policies or determinations; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time and as provided to the Subadviser (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and agreed to and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund. Subadviser will have the opportunity to review and agree to any future changes to the Fund’s pricing procedures that affect Subadviser’s responsibilities. Notwithstanding the foregoing, the Subadviser shall not be responsible for determining the value of any investments held by the Fund.

Appears in 5 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund’s investments conform to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of Sub-Adviser relating to providing investment advisory services to registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and as provided to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time as provided to the Sub-Adviser (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and provided to the Sub-Adviser in writing; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and communicated in writing to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities) provided, however, that the parties acknowledge that the Sub-Adviser is not responsible for pricing determinations or calculations and any information provided pursuant to this provision by the Sub-Adviser will be provided for informational purposes only. (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which the parties acknowledge only comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five Business Days after receipt of such instruction to implement this trading restriction). The Sub-Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Sub-Adviser has not been provided sufficient information in accordance with this Agreement or otherwise. “Business Day” as used herein shall mean every day that the New York Stock Exchange is open for trading.

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s 's best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-non- fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Disclosure Documents"). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s 's pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund. Notwithstanding the foregoing, the Subadviser shall not be responsible for determining the value of any investments held by the Fund.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and reported to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Portfolio for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), to the extent such Charter Requirements have been provided to the Sub-Adviser, the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiescompanies that are within the Sub-Adviser’s control; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available and any information provided by Subadviser pursuant to this provision will be provided for informational purposes only. MassMutual acknowledges that Subadviser is not the Fund’s pricing agent.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the applicable provisions of the Internal Revenue Code of 1986, as amended, as applicable to the FundFund and to which the Subadviser, as the investment subadviser with responsibility to the Portfolio, can comply; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”)) and provided to the Subadviser by MML Advisers. (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) The Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and delivered to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon the Sub-Adviser’s books and records with respect to the Fund, which comprise a portion of the Fund’s books and records and may differ from the Fund’s official books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such written instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”)) and provided to the Subadviser by MassMutual. (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund. Notwithstanding the foregoing, the Subadviser shall not be responsible for determining the value of any investments held by the Fund.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companieslaw; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of MassMutual which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply any matter dealing with the applicable provisions business and affairs of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to such as the valuation of portfolio securities of the Fund’s pricing agent in valuing , including but not limited to securities held by the Fundthat are either not registered for public sale or securities not traded on any securities market.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s 's best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-non- fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s 's pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the management of the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (collectively “Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered in writing to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, MassMutual of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”)) and provided to the Subadviser by MassMutual. (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund Fund, and the TrustFund’s Board of TrusteesBoard, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund, as if the Fund were registered under the Act; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the TrustFund’s Limited Liability Company Agreement, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Fund Documents”); (iv) policies and determinations of the Fund’s Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund Trust as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent Fund in valuing securities held by the Fund.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MassMutual Access Pine Point Fund), Investment Subadvisory Agreement (MassMutual Access Pine Point Fund)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund Portfolio such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund Portfolio and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance withto materially conform to, and to use its best efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and thereunder; (ii) the asset diversification requirements as defined by Subchapter M of the Internal Revenue Code of 1986, as amendedamended (the “Code”). Additionally, the Subadviser will use its best efforts to ensure the Portfolio restricts investments that produce non-qualifying income as applicable defined by the Code. The Subadviser will monitor the asset diversification requirements and the non-qualifying income based on information provided by the Portfolio’s administrator, tax advisor, custodian or other service providers. Based on advice from the Portfolio’s tax advisor, the administrator will provide written notice to the FundSubadviser of any corrective actions required to be taken by the Subadviser with respect to the asset diversification and qualifying income requirements of the Code by the 20th calendar day following a quarter end; (iiiii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iiiiv) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (ivv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) notified in writing and which have been delivered to the fundamental and non-fundamental policies and investment restrictions Subadviser within a reasonable time in advance of the Fund as reflected in policy or determination’s effective date for the Trust’s registration statement under the Act from time Subadviser to timereview and understand such policies or determinations; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and agreed to and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund. Subadviser will have the opportunity to review and agree to any future changes to the Fund’s pricing procedures that affect Subadviser’s responsibilities.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund and each Subsidiary such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund Fund, each Subsidiary and the TrustFund’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the TrustFund, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Fund Documents”); (iv) policies and determinations of the Board of Trustees of the Trust Fund and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the TrustFund’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent Fund in valuing securities held by the Fund. References herein to the Fund include references to a Subsidiary in respect of the rights and obligations and all other terms set forth in this Subadvisory Agreement, as and to the extent applicable.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MassMutual Access Pine Point Fund), Investment Subadvisory Agreement (MassMutual Access Pine Point Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiescompanies that are within the Sub-Adviser’s control; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders, as provided to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time time, as provided to the Sub-Adviser (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Portfolio for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the SubadviserSub-Adviser, and the Subadviser Sub-Adviser hereby undertakes to act, as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter expressly set forth. The Subadviser Sub-Adviser shall have no duties or functions that are not expressly set forth herein. The Sub-Adviser shall, in all mattersmatters relating to its services hereunder, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, to the extent rendering its services hereunder, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment advisers or investment companies, as the case may be; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and after they have been provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to herein as the “Trust Documents”); (iv) those policies and determinations instructions of the Board of Trustees of the Trust and MML AdvisersMassMutual to the extent that those policies and instructions have been delivered to the Sub-Adviser in writing and are not inconsistent with the Advisory Agreement, of which this Sub-Advisory Agreement, the Subadviser has been notifiedTrust Documents, the Disclosure Documents (as defined below) and applicable laws, rules and regulations; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders, in each case after provided to the Sub-Adviser in writing; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time after they have been provided to the Sub-Adviser in writing (collectively the documents referenced in clauses (v) and (vi) referred to herein as the “Disclosure Documents”). (b) The officers and employees of the Subadviser Sub-Adviser responsible for providing rendering the Sub-Adviser’s services of the Subadviser hereunder pursuant hereto shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision services provided in respect of such services. the Fund by the Sub-Adviser hereunder. MassMutual acknowledges and agrees that the Sub-Adviser (ci) Subadviser will comply with is not the applicable provisions Fund’s pricing agent and (ii) is not responsible for valuation of the Fund’s pricing procedures which it has received andportfolio securities. Nevertheless, upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent Board of Trustees and the Fund’s Investment Pricing Committee, who shall be solely responsible therefor, in valuing the Fund’s portfolio securities held by the Fund for which market quotations are not readily available, all in accordance with the Fund’s Pricing Policies and Procedures. (c) MassMutual acknowledges and agrees that (i) the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to the Fund’s books and records necessary to perform certain compliance testing for the Fund, and (ii) as between the Sub-Adviser and the Fund and MassMutual, the Fund and MassMutual are responsible for compliance by the Fund and MassMutual with all applicable laws, rules and regulations. The Sub-Adviser shall perform its services hereunder based upon its books and records with respect to the Fund, which will constitute a portion of the Fund’s books and records, and upon written instructions received from the Fund or MassMutual to the extent that such instructions have been delivered to the Sub-Adviser in writing and are not inconsistent with the Advisory Agreement, this Sub-Advisory Agreement, the Trust Documents, the Disclosure Documents and applicable laws, rules and regulations. The Sub-Adviser shall be afforded a reasonable amount of time (not less than five (5) business days) to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five (5) business days after receipt of such instruction to implement this trading restriction). (d) The Sub-Adviser acknowledges that MassMutual and the Fund have exclusive discretion regarding the allocation of Fund assets among one or more sub-advisers for the Fund and that the amount of the Fund assets allocated to the Portfolio and the Sub-Adviser may be changed at any time upon notice by MassMutual or the Fund to the Sub-Adviser. MassMutual and the Sub-Adviser acknowledge that neither the Sub-Adviser nor any of its affiliates, officers, directors, shareholders, employees or agents shall be liable with respect to any loss, liability, cost, damage or expense (including but not limited to reasonable attorneys’ fees and costs) (collectively referred to herein as “Losses”) arising out of or in any way relating to the change of Fund assets allocated to the Portfolio and the Sub-Adviser by MassMutual or the Fund, including without limitation the timing thereof, except for Losses directly resulting from the Sub-Adviser’s gross negligence, bad faith or willful misconduct in connection with the Sub-Adviser carrying out the instructions contained in such notice.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. MassMutual authorizes the Sub-Adviser to open accounts, execute documents and perform such other acts on behalf of MassMutual and the Fund as the Sub-Adviser deems necessary or appropriate in its view to effectuate the Sub-Adviser’s activities under the Sub-Advisory Agreement. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to and agreed to by the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as agreed to by Sub-Adviser and as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time as delivered to and agreed to by the Sub-Adviser (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received andagent. Upon request from MassMutual, upon requestthe Sub-Adviser will, will at its discretion, provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon reasonable written instructions received from the Fund, MassMutual or the Fund’s administrator and agreed to by the Sub-Adviser, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and recommendations. In its performance of its duties under this Agreement, the Sub-Adviser shall at all times perform its obligations in compliance withconform to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the FundSub-Adviser; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiesSub-Adviser; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities purchased by the Sub-Adviser and held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and in connection with the Internal Revenue Code of 1986, as amended, as applicable to services Sub-Adviser provides the FundFund under this Agreement; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiescompanies in connection with the services Sub-Adviser provides the Fund under this Agreement; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders, which have been delivered to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time time, which have been delivered to the Sub-Adviser (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual (as provided under 1(a)(iv)) and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be notified of and afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available and any information provided by Subadviser pursuant to this provision will be provided for informational purposes only. MML Advisers acknowledges that Subadviser is not the Fund’s pricing agent.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best reasonable judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withreasonable efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iviii) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (viv) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (viv) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers BIIL hereby appoints the SubadviserBAM LLC, and the Subadviser BAM LLC hereby undertakes to act, as investment sub-subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser BAM LLC shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersBIIL, the benefit of the SubadviserBAM LLC’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser BAM LLC by MML Advisers BIIL (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser BAM LLC has been notifiednotified by BIIL; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser BAM LLC responsible for providing the services of the Subadviser BAM LLC hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser BAM LLC will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 2 contracts

Samples: Investment Sub Subadvisory Agreement (Massmutual Premier Funds), Investment Sub Subadvisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). For purposes of determining compliance with any percentage limitation applicable to investments by the Fund, the Subadviser shall, unless otherwise instructed by the Fund, be deemed to have caused the Fund to have complied with that limitation if the Subadviser has caused each Subportfolio, taken alone and without reference to any other assets of the Fund, to be in compliance with that limitation. (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) The Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiescompanies (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”)); (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, which have been delivered to the Sub-Adviser within a reasonable time in advance of which the Subadviser has been notifiedpolicy or determination’s effective date for the Sub-Adviser to review and understand such policies or determinations; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders with reasonable advance notice to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser Sub-Adviser primarily responsible for providing the services of the Subadviser Sub-Adviser hereunder shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with . MassMutual acknowledges that the applicable provisions of Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon agent. Upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Code, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser agrees to maintain all such books and records in a complete and orderly manner in accordance with applicable law. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade in securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform its obligations in compliance withconform to, and use reasonable efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders, provided that such registration statement and any amendments thereto have been provided to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction). (d) MassMutual acknowledges that the Sub-Adviser may, in its sole discretion and at its sole expense, retain the services of a third-party proxy voting service to vote on the Sub-Adviser’s behalf proxies appurtenant to securities held in the Fund. MassMutual agrees that the Sub-Adviser will not be responsible or liable for failing to vote any proxies where it has not received such proxies or related shareholder communications on a timely basis.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s 's best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-non- fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s 's pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this SubAdvisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s 's pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the "Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund's Disclosure Documents (collectively, the "Charter Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund, MassMutual or the Fund's administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund's administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, subject to Section 1(c) hereof, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and provided to the Sub-Adviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time and provided to the Sub-Adviser by MassMutual (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent and shall not be responsible for determining the value of any securities held by the Fund. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide discretionary investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the "Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the "Charter Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. MassMutual shall furnish to the Sub-Adviser copies of all Charter Requirements and Applicable Law that are relevant to the Fund, indicating those portions thereof with which the Sub-Adviser must comply. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund Portfolio such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund Portfolio and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the FundPortfolio; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the applicable provisions (communicated to the Subadviser by MassMutual) of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”)) provided to the Subadviser by MassMutual; (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the FundPortfolio.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and reported to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Portfolio for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and 1, of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), to the extent such Charter Requirements have been provided to the Sub-Adviser, the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shallSubject to Section 1(c) hereof, in all matters, give to the Sub-Adviser shall be responsible for managing the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance conformity with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiessecurities law; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiedMassMutual; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s 's pricing procedures which it has received and, upon request, agent. Sub-Adviser will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund which are not readily marketable (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the "Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund's Disclosure Documents (collectively, the "Charter Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund, MassMutual or the Fund's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund's administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

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General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the management of the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (collectively “Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio each Fund to provide investment advice asset allocation services to each Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the each Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and Sections 817(h), 851(b)(2), and 851(b)(3) of the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time and provided to the Subadviser (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Portfolio, which shall include notifying MassMutual with respect to a security held by the Portfolio only when: (i) trading in such security has been suspended under circumstances that would indicate that the last quoted sale price was not indicative of the value of the security; and (ii) trading in such security is not resumed prior to the close of the trading day. The Subadviser will provide advice and assistance as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers BIIL hereby appoints the Subadviser, employs BAMA and the Subadviser BAMA hereby undertakes to act, act as the investment subadviser to sub-sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser BAMA shall, in all mattersmatters relating to its duties and functions as set forth herein, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersBIIL, the benefit of the SubadviserBAMA’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser BAMA by MML Advisers BIIL (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has have been notifieddelivered to BAMA by BIIL; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder BAMA shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust, MassMutual and BIIL with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of services provided by BAMA hereunder. BIIL acknowledges that BAMA is not the Fund’s pricing procedures which it has received and, upon request, agent. BAMA will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) BIIL acknowledges that BAMA is not the compliance agent for the Fund or for MassMutual or BIIL, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that BAMA has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), BAMA shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, BIIL, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual, BIIL or the Fund’s administrator. BAMA shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual, BIIL or Fund affiliates, BAMA shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Sub Advisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and provided to Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon agent. Upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and provided to the Sub-Adviser in writing; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiesthe Trust; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and delivered to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of the Fund securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers hereby appoints Unless specifically stated otherwise or unless the Subadvisercontext clearly requires otherwise, all references to the "Portfolio" or to the "Fund" shall be deemed to be references only to the assets of the Fund to be managed by Sub-Adviser hereunder, and Sub-Adviser's obligations shall be strictly limited thereto. (b) MassMutual hereby employs the Subadviser Sub-Adviser and the Sub-Adviser hereby undertakes to act, act as the investment subadviser sub-adviser of the Fund with respect to the Portfolio to provide investment advice and to perform for the Portfolio of the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Portfolio of the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio of the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companieslaw; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided communicated in writing to the Subadviser by MML Advisers Sub-Adviser (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which as communicated in writing to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's shareholders, as communicated in writing to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time as communicated in writing to the Sub-Adviser (collectively referred to as the "Disclosure Documents"). (bc) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to any matter dealing with the business and affairs of the Fund with respect to the provision Portfolio, such as the valuation of such services. (c) Subadviser will comply with portfolio securities of the applicable provisions Portfolio of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance including but not limited to the Fund’s pricing agent in valuing securities held by the Fundthat are either not registered for public sale or securities not traded on any securities market.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, Sub-Adviser shall give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, Trustees the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations to the extent consistent with its obligations under the Adviser’s Act, and shall at all times perform its obligations manage the Portfolio in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law or regulation, or rules and regulations of self regulatory organizations, applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, which have been delivered to the Sub-Adviser which are not inconsistent with (i) – (iii) and (v) – (vi) of which the Subadviser has been notifiedthis Paragraph 1(a); (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade in securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction). (d) MassMutual acknowledges that all services provided by Sub-Adviser through its London Branch under this Sub-Advisory Agreement are provided on the basis that MassMutual and the Fund are “Professional Clients” as defined by the U.K. Financial Services Authority’s rules.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”)) and provided to the Subadviser by MML Advisers. (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund. Notwithstanding the foregoing, the Subadviser shall not be responsible for determining the value of any investments held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon agent. Upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform its obligations in compliance withconform to, and use commercially reasonable efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The Sub-Adviser shall be afforded a reasonable amount of time after receiving notice of any changes to the Trust Documents, Disclosure Documents or other policies, determinations, restrictions or other information identified in clauses (i) through (vi) of Section 1(a) above to implement any such changes. The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance information to the Fund’s pricing agent upon request, which information may be taken into account by the Fund’s pricing agent when it makes its determinations in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded a reasonable amount of time (e.g., five business days) after receipt of such instruction to implement this trading restriction). In no event shall Sub-Adviser be responsible for compliance testing with respect to any assets of the Fund other than the Portfolio sub-advised by Sub-Adviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance withto materially conform to, and to use its best efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing and which have been delivered to the Subadviser within a reasonable time in advance of the policy or determination’s effective date for the Subadviser to review and understand such policies or determinations; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiednotified in writing; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) The Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon agent. Upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and delivered to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon the Sub-Adviser’s books and records with respect to the Fund, which comprise a portion of the Fund’s books and records and may differ from the Fund’s official books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such written instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers BIIL hereby appoints the SubadviserBAM LLC, and the Subadviser BAM LLC hereby undertakes to act, as investment subadviser to the Portfolio Company, to provide investment advice and to perform for the Fund Company such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations each case in compliance accordance with: (i) the provisions of the Act, the Adviser’s Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the FundCompany; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement Memorandum and Declaration Articles of Trust and Bylaws Association of the TrustCompany, as amended from time to time and provided to the Subadviser BAM LLC by MML Advisers BIIL (collectively referred to as the “Trust Company Documents”); (iviii) policies and determinations of the Board of Trustees Directors of the Trust and MML AdvisersCompany, of which the Subadviser BAM LLC has been notifiednotified by BIIL; (viv) the fundamental and non-fundamental policies and investment restrictions of the Fund (taken as a whole with the Company) as reflected in the Trust’s registration statement under the Act from time to time; and (viv) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). BAM LLC acknowledges that the Fund is an investment company registered as such under the Act and agrees that it will manage the assets of the Company and otherwise perform its obligations hereunder in a manner that ensures that the operations of the Fund and the Company in respect of which BAM LLC is responsible, taken as a whole, will comply with: (i) the provisions of the Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”)); (iii) the provisions of the Company Documents; (iv) policies and determinations of the Board of Directors of the Company, the Fund, or MassMutual which have been delivered to BAM LLC by BIIL within a reasonable time in advance of the policy’s or determination’s effective date for BAM LLC to review and understand such policies or determinations; (v) the investment policies and investment restrictions of the Fund and the Company notified to BAM LLC by BIIL a reasonable period of time in advance of their implementation; and (vi) the Disclosure Documents. (b) The officers and employees of the Subadviser BAM LLC responsible for providing the services of the Subadviser BAM LLC hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser BAM LLC will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the FundFund and the Company’s pricing agent in valuing securities held by the FundCompany.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers hereby appoints Unless specifically stated otherwise or unless the Subadvisercontext clearly requires otherwise, all references to the "Portfolio" or to the "Fund" shall be deemed to be references only to the assets of the Fund to be managed by Sub-Adviser hereunder, and Sub-Adviser's obligations shall be strictly limited thereto. (b) MassMutual hereby employs the Subadviser Sub-Adviser and the Sub-Adviser hereby undertakes to act, act as the investment subadviser sub-adviser of the Fund with respect to the Portfolio to provide investment advice and to perform for the Portfolio of the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Portfolio of the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio of the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companieslaw; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided communicated in writing to the Subadviser by MML Advisers Sub-Adviser (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which MassMutual as communicated in writing to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's shareholders, as communicated in writing to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time as communicated in writing to the Sub-Adviser (collectively referred to as the "Disclosure Documents"). (bc) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to any matter dealing with the business and affairs of the Fund with respect to the provision Portfolio, such as the valuation of such services. (c) Subadviser will comply with portfolio securities of the applicable provisions Portfolio of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance including but not limited to the Fund’s pricing agent in valuing securities held by the Fundthat are either not registered for public sale or securities not traded on any securities market.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation investment operations of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon agent. Upon request, the Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shallSubject to Section 1(c) hereof, in all matters, give to the Sub-Adviser shall be responsible for managing the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance conformity with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiessecurities law; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiedMassMutual; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s 's pricing procedures which it has received and, upon request, agent. Sub-Adviser will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the fund which are not readily marketable (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the "Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund's Disclosure Documents (collectively, the "Charter Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund, MassMutual or the Fund's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund's administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; provided, however, the Adviser agrees that although the Sub-Adviser may consider future or current dividends in its analysis of a particular security, the Sub-Adviser does not generally buy or sell a security solely based on its dividend prospects; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”); provided, however, the Adviser agrees that although the Sub-Adviser may consider future or current dividends in its analysis of a particular security, the Sub-Adviser does not generally buy or sell a security solely based on its dividend prospects. (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MSA hereby appoints the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to actact as the investment sub-adviser of the Portfolio, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund Portfolio such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund Portfolio and the Trust’s Fund's Board of TrusteesDirectors, directly or through MML AdvisersMSA, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure that management of the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees Directors of the Trust Fund and MML AdvisersMSA, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (viv) the fundamental and non-fundamental policies and investment restrictions of the Fund Portfolio as reflected in the Trust’s Fund's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Directors or shareholders; and (viv) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with officers of the Fund and MSA with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MSA acknowledges that the Fund’s Sub-Adviser is not the Portfolio's pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s Portfolio's pricing agent in valuing securities held by the Portfolio for which market quotations are not readily available. (c) MSA acknowledges that the Sub-Adviser is not the compliance agent for the Portfolio or for MSA, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law, the Internal Revenue Code of 1986, as amended as applicable (the "Code"), the Act and the Advisers Act (collectively, "Applicable Law") and in accordance with the policies and determinations of the Board of Directors of the Fund and MSA and the Fund's Disclosure Documents (collectively, the "Requirements"), the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund or MSA, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund or MSA.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companieslaw; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notifiedMassMutual; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply any matter dealing with the applicable provisions business and affairs of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to such as the valuation of portfolio securities of the Fund’s pricing agent in valuing , including but not limited to securities held by that are either not registered for public sale or securities not traded on any securities market, provided, however, that the Fundparties agree that the Sub-Adviser is not responsible for valuation of portfolio securities.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers The Company hereby appoints employs the Subadviser, Adviser and the Subadviser Adviser hereby undertakes to actact as the investment adviser of the Company, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund Company such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations each case in compliance accordance with: (i) the provisions of the Act, the Advisers Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companiescompanies and other applicable law; (iii) the provisions of the Agreement Memorandum and Declaration Articles of Trust and Bylaws Association of the TrustCompany, as amended from time to time and provided to the Subadviser by MML Advisers Adviser (collectively referred to as the “Trust Company Documents”); (iv) policies and determinations of the Board of Trustees Directors of the Trust Company, which have been delivered to the Adviser within a reasonable time in advance of the policy’s or determination’s effective date for the Adviser to review and MML Advisers, of which the Subadviser has been notifiedunderstand such policies or determinations; (v) the fundamental and non-fundamental investment policies and investment restrictions of the Fund as reflected Company notified to the Adviser a reasonable period of time in the Trust’s registration statement under the Act from time to timeadvance of their implementation; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). The Adviser acknowledges that the Fund is an investment company registered as such under the Act and agrees that it will manage the assets of the Company and otherwise perform its obligations hereunder in a manner that ensures that the operations of the Fund and the Company in respect of which the Adviser is responsible, taken as a whole, will comply with: (i) the provisions of the Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”)); (iii) the provisions of the Company Documents; (iv) policies and determinations of the Board of Directors of the Company, the Fund, or MassMutual which have been delivered to the Adviser within a reasonable time in advance of the policy’s or determination’s effective date for the Adviser to review and understand such policies or determinations; (v) the investment policies and investment restrictions of the Fund and the Company notified to the Adviser a reasonable period of time in advance of their implementation; and (vi) the Disclosure Documents. (b) The appropriate officers and employees of the Subadviser Adviser primarily responsible for providing the services of the Subadviser Adviser hereunder shall be available upon reasonable notice for consultation with respect to any of the provision Directors and officers of such services. (c) Subadviser will comply with the applicable provisions Company, the Trustees and officers of the Fund, and MassMutual with respect to any matter dealing with the business and affairs of the Company, such as the valuation of portfolio securities of the Company. The Company acknowledges that the Adviser is not the Company’s pricing procedures which it has received and, upon agent. Upon request, the Adviser will provide reasonable assistance to the FundCompany’s pricing agent in valuing securities held by the Company for which market quotations are not readily available (i.e., internally priced securities). (c) The Company acknowledges that the Adviser is not the compliance agent for the Company or for the Fund or MassMutual, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Code), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Company Documents, policies and determinations of the Board of Directors of the Company, the Fund, and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”) and the investment policies and restrictions of the Company, the Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Company’s books and records, and upon written instructions received from the Company, or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company or the Company’s administrator or designee. The Adviser agrees to maintain all such books and records in a complete and orderly manner in accordance with applicable law. The Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade in securities of certain specified MassMutual or Fund affiliates, the Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. MassMutual shall furnish to the Sub-Adviser copies of all Charter Requirements and Applicable Law that are relevant to the Fund, indicating those portions thereof with which the Sub-Adviser must comply. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Portfolio for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered in writing to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and provided to the Sub-Adviser by MassMutual; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual as provided to the Sub-Adviser and the Fund’s Disclosure Documents (collectively, the “Fund Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Fund Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)

General Provision. (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s 's best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-non- fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act from time to timetime and provided to the Subadviser by MML Advisers; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s 's pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s 's pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon the Sub-Adviser’s books and records with respect to the Fund, which comprise a portion of the Fund’s books and records and may differ from the Fund’s official books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such written instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon the Sub-Adviser’s books and records with respect to the Fund, which comprise a portion of the Fund’s books and records and may differ from the Fund’s official books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such written instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers The Company hereby appoints the SubadviserAdviser, and the Subadviser Adviser hereby undertakes to act, as investment subadviser adviser to the Portfolio Company, to provide investment advice and to perform for the Fund Company such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations each case in compliance accordance with: (i) the provisions of the Act, the Adviser’s Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the FundCompany; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement Memorandum and Declaration Articles of Trust and Bylaws Association of the TrustCompany, as amended from time to time and provided to the Subadviser by MML Advisers Adviser (collectively referred to as the “Trust Company Documents”); (iviii) policies and determinations of the Board of Trustees Directors of the Trust and MML AdvisersCompany, of which the Subadviser Adviser has been notified; (viv) the fundamental and non-fundamental policies and investment restrictions of the Fund (taken as a whole with the Company) as reflected in the Trust’s registration statement under the Act from time to time; and (viv) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). The Adviser acknowledges that the Fund is an investment company registered as such under the Act and agrees that it will manage the assets of the Company and otherwise perform its obligations hereunder in a manner that ensures that the operations of the Fund and the Company in respect of which the Adviser is responsible, taken as a whole, will comply with: (i) the provisions of the Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”)); (iii) the provisions of the Company Documents; (iv) policies and determinations of the Board of Directors of the Company, the Fund, or MassMutual which have been delivered to the Adviser within a reasonable time in advance of the policy’s or determination’s effective date for the Adviser to review and understand such policies or determinations; (v) the investment policies and investment restrictions of the Fund and the Company notified to the Adviser a reasonable period of time in advance of their implementation; and (vi) the Disclosure Documents. (b) The officers and employees of the Subadviser Adviser responsible for providing the services of the Subadviser Adviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser Adviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the FundFund and the Company’s pricing agent in valuing securities held by the FundCompany.

Appears in 1 contract

Samples: Investment Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s Sub-Adviser's best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the "Trust Documents"); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Fund's Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Fund conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered in writing to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (bc) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (d) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders and communicated in writing to the Sub-Adviser; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities) provided, however, that the parties acknowledge that the Sub-Adviser is not responsible for pricing determinations or calculations and any information provided pursuant to this provision by the Sub-Adviser will be provided for informational purposes only. (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which the parties acknowledge only comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five Business Days after receipt of such instruction to implement this trading restriction). The Sub-Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Sub-Adviser has not been provided sufficient information in accordance with this Agreement or otherwise. “Business Day” as used herein shall mean every day that the New York Stock Exchange is open for trading.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds)

General Provision. (a) MML Advisers MassMutual hereby appoints employs the Subadviser, Sub-Adviser and the Subadviser Sub-Adviser hereby undertakes to act, act as the investment subadviser to sub-adviser of the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the SubadviserSub-Adviser’s best judgment, effort, advice and recommendations and shall shall, at all times perform conform to, and use its obligations in compliance withbest efforts to ensure the Portfolio conforms to: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fundthereunder; (ii) any other applicable provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser Sub-Adviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which have been delivered to the Subadviser has been notifiedSub-Adviser; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Fund’s Board of Trustees or shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and MassMutual with respect to the provision of such services. (c) Subadviser will comply with services provided by the applicable provisions of Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not the Fund’s pricing procedures which it has received and, upon request, agent. The Sub-Adviser will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund for which market quotations are not readily available (i.e., internally priced securities). (c) MassMutual acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for MassMutual, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section and in Section 2 hereof in accordance with applicable law (including sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the “Code”), the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and MassMutual and the Fund’s Disclosure Documents (collectively, the “Charter Requirements”), the Sub-Adviser shall perform such services based upon the Sub-Adviser’s books and records with respect to the Fund, which comprise a portion of the Fund’s books and records and may differ from the Fund’s official books and records, and upon written instructions received from the Fund, MassMutual or the Fund’s administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements and Applicable Law based upon such books and records and such written instructions provided by the Fund, MassMutual or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified MassMutual or Fund affiliates, the Sub-Adviser shall be afforded five business days after receipt of such instruction to implement this trading restriction).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)

General Provision. (a) MML Advisers MassMutual hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML AdvisersMassMutual, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the FundPortfolio; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers MassMutual (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML AdvisersMassMutual, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as applicable to the Portfolio as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time as it relates to the Portfolio (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Massmutual Select Funds)

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