Common use of Other Activities Clause in Contracts

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, ’s composite of accounts following the same or any of its affiliates, acts similar investment strategies as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing The Adviser acknowledges and understands that the Sub-Adviser may engage in this Subadvisory Agreement an investment advisory business apart from managing the Assets. This may create conflicts of interest with the Account over the Sub-Adviser’s time devoted to managing the Assets and other accounts and the allocation of investment opportunities among accounts (including the Account) managed by the Sub-Adviser. The Sub-Adviser shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not attempt to resolve all such conflicts in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided a manner that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party is generally fair to all of its duties and obligations under this Subadvisory Agreementclients. MML Advisers recognizes and agrees The Adviser confirms that the Subadviser Sub-Adviser may provide give advice to or and take action with respect to any of its other clients, which advice clients or action, including the timing and nature of such action, accounts that may differ from or be identical to advice given or the timing or nature of action taken with respect to the PortfolioAssets; however, it is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other accounts. The Subadviser Nothing in this Agreement shall for all purposes hereof be deemed to be an independent contractor and shallobligate the Sub-Adviser to acquire for the Account any financial instrument that the Sub-Adviser or its directors, unless otherwise provided officers, partners, members or authorizedemployees may acquire for the account of any other client, have no authority to act for or represent if, in the Fund or MML Advisers in any way or otherwise be deemed an agent absolute discretion of the Fund Sub-Adviser, it is not practical or MML Advisers except desirable to acquire a position in connection with such financial instrument for the investment management services provided by the Subadviser hereunderAccount. (b) The Subadviser agrees If the Sub-Adviser determines that it would be appropriate for the Account and one or more other managed accounts to participate in an investment opportunity, the Sub-Adviser will not knowingly or deliberately favor any seek to execute orders for the Account and for such other accounts on an equitable basis. In such situations, the Sub-Adviser may place orders for the Account and each such other account managed simultaneously, and if all such orders are not filled at the same price, the Sub-Adviser may cause the Account and each such account to pay or controlled by it or any of its principals or affiliates over receive the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation average of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for prices at which the Subadviserorders were filled for the Account and all such accounts. If all such orders cannot be fully executed under prevailing market conditions, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both Sub-Adviser may allocate the Portfolio and the Subadviser’s other clients, such investment will be allocated financial instruments traded among the Portfolio Account and such other clients accounts in a manner that is fair which it considers equitable, taking into account the size of the order placed for the Account and equitable in the circumstanceseach such other account as well as any other factors which it deems relevant.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its investment advisory affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances. (c) In the event MML Advisers or the Fund’s custodian engages in securities lending activities on behalf of the Fund, the Subadviser will not be responsible for settlement delays or failures resulting from such activities or for the Fund’s inability to take appropriate action with respect to, or otherwise to benefit from, corporate actions because the securities were on loan.

Other Activities. (a) Nothing in this Subadvisory Sub-Advisory Agreement shall prevent MML Advisers MassMutual or the Subadviser Sub-Adviser or any officer thereof from acting as investment adviser or subadviser sub-adviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser Sub-Adviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Sub-Advisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser Sub-Adviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the PortfolioFund. The SubadviserSub-Adviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio Fund and any other account with investment objectives and policies similar to the Portfolio Fund for which the SubadviserSub-Adviser, or any one of its principals or affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio Fund and the SubadviserSub-Adviser’s other clients, such investment will be allocated among the Portfolio Fund and such other clients in a manner that is fair and equitable in the circumstances. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, 's composite of accounts following the same or any of its affiliates, acts similar investment strategies as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s 's other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s 's other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, ’s composite of accounts following the same or any of its affiliates, acts similar investment strategies as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is the Subadviser reasonably determines to be fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Sub-Advisory Agreement shall prevent MML Advisers MassMutual or the Subadviser Sub-Adviser or any officer thereof from acting as investment adviser or subadviser sub-adviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser Sub-Adviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Sub-Advisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser Sub-Adviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the PortfolioFund. The SubadviserSub-Adviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio Fund and any other account with investment objectives and policies similar to the Portfolio Fund for which the SubadviserSub-Adviser, or any one of its principals or affiliates, acts as investment adviser. Notwithstanding the above, MassMutual understands and agrees that the Sub-Adviser will manage the Fund with substantially the same investment objective and strategies with other accounts managed by the Sub-Adviser (the “Other Accounts”), but that notwithstanding these general similarities, the Fund and the Other Accounts are separate mutual funds that will have different investment performance. Differences in cash flows into the Fund and the Other Accounts, the size of their portfolios and specific investments held by the Fund and the Other Accounts, and the differences in their fee structures will cause performance to differ. To the extent that a particular investment is suitable for both the Portfolio Fund and the SubadviserSub-Adviser’s other clients, such investment will be allocated among the Portfolio Fund and such other clients in a manner that is fair and equitable as determined in accordance with the Sub-Adviser’s allocation policy. (c) The Sub-Adviser may, but shall be under no obligation to, aggregate or cross sales and purchase orders of securities held by the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or with accounts of the affiliates of the Sub-Adviser, if in the circumstancesSub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund and the other managed accounts considering the advantageous selling or purchase price, brokerage commission and other expenses. If any trades are crossed, the Sub-Adviser may charge the Fund for reasonable expenses incurred in such cross-trades, excluding brokerage commissions, fees (other than customary transfer fees), or other remuneration paid in connection with the transaction. A transaction fee charged by a brokerage or a custodial bank will be considered a customary transfer fee for purposes of this Agreement. MassMutual acknowledges that the determination of such economic benefit to the Fund by the Sub-Adviser is subjective and represents the Sub-Adviser’s evaluation that the Fund is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect limit the ability of MassMutual or otherwise impair the performance by any party of Subadviser, as the case may be, to perform its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in between the performance between of the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, ’s composite of accounts following the same or any a similar investment strategy to that of its affiliates, acts as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is the Subadviser reasonably determines to be fair and equitable in the circumstances.

Other Activities. (a) Nothing The Adviser acknowledges and understands that the Sub-Adviser may engage in this Subadvisory Agreement an investment advisory business apart from managing the Assets. This may create conflicts of interest with the Account over the Sub-Adviser’s time devoted to managing the Assets and other accounts and the allocation of investment opportunities among accounts (including the Account) managed by the Sub-Adviser. The Sub-Adviser shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not attempt to resolve all such conflicts in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided a manner that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party is generally fair to all of its duties and obligations under this Subadvisory Agreementclients. MML Advisers recognizes and agrees The Adviser confirms that the Subadviser Sub-Adviser may provide give advice to or and take action with respect to any of its other clients, which advice clients or action, including the timing and nature of such action, accounts that may differ from or be identical to advice given or the timing or nature of action taken with respect to the PortfolioAssets; however, it is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other accounts. The Subadviser Nothing in this Agreement shall for all purposes hereof be deemed to be an independent contractor and shallobligate the Sub-Adviser to acquire for the Account any financial instrument that the Sub-Adviser or its directors, unless otherwise provided officers, partners, members or authorizedemployees may acquire for the account of any other client, have no authority to act for or represent if, in the Fund or MML Advisers in any way or otherwise be deemed an agent absolute discretion of the Fund Sub-Adviser, it is not practical or MML Advisers except desirable to acquire a position in connection with such financial instrument for the investment management services provided by the Subadviser hereunderAccount. (b) The Subadviser agrees If the Sub-Adviser determines that it would be appropriate for the Account and one or more other managed accounts to participate in an investment opportunity, the Sub-Adviser will seek to execute orders for the Account and for such other accounts on an equitable basis. In such situations, the Sub-Adviser may place orders for the Account and each such other account simultaneously, and if all such orders are not knowingly filled at the same price, the Sub-Adviser may cause the Account and each such account to pay or deliberately favor receive the average of the prices at which the orders were filled for the Account and all such accounts. If all such orders cannot be fully executed under prevailing market conditions, the Sub-Adviser may allocate the financial instruments traded among the Account and such other accounts in a manner which it considers equitable, taking into account the size of the order placed for the Account and each such other account as well as any other account factors which it deems relevant. (c) Subject to compliance with the law, the Assets may be invested with funds managed or controlled by it or any the Sub-Adviser on behalf of its principals or affiliates over the Portfolioother persons. The Subadviser, upon reasonable request, shall provide MML Advisers Adviser consents to the Sub-Adviser acting in the acquisition and disposal of assets on behalf of other persons and authorises the Sub-Adviser to deal with an explanation of the differences, if any, in performance between the Portfolio Assets and any other account with investment objectives and policies similar funds managed by the Sub-Adviser as an undivided whole, to the Portfolio extent necessary for which the Subadviserefficient management or administration of the Assets, or subject to the Sub-Adviser maintaining systems and records that distinguish the Assets from the property of any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstancesperson.

Other Activities. (a) Nothing in this Subadvisory Sub-Advisory Agreement shall prevent MML Advisers MassMutual or the Subadviser Sub-Adviser or any officer thereof from acting as investment adviser or subadviser sub-adviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser Sub-Adviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Sub-Advisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser Sub-Adviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The SubadviserSub-Adviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio Fund for which the SubadviserSub-Adviser, or any one of its principals or affiliates, acts as investment adviser. Notwithstanding the above, MassMutual understands and agrees that the Sub-Adviser will manage the Fund with substantially the same investment objective and strategies with other accounts managed by the Sub-Adviser (the “Other Accounts”), but that notwithstanding these general similarities, the Fund and the Other Accounts are separate mutual funds that will have different investment performance. Differences in cash flows into the Fund and the Other Accounts, the size of their portfolios and specific investments held by the Fund and the Other Accounts, and the differences in their fee structures will cause performance to differ. To the extent that a particular investment is suitable for both the Portfolio and the SubadviserSub-Adviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable as determined in accordance with the Sub-Adviser’s allocation policy. (c) The Sub-Adviser may, but shall be under no obligation to, aggregate or cross sales and purchase orders of securities held by the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or with accounts of the affiliates of the Sub-Adviser, if in the circumstancesSub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund and the other managed accounts considering the advantageous selling or purchase price, brokerage commission and other expenses. If any trades are crossed, the Sub-Adviser may charge the Fund for reasonable expenses incurred in such cross-trades, excluding brokerage commissions, fees (other than customary transfer fees), or other remuneration paid in connection with the transaction. A transaction fee charged by a brokerage or a custodial bank will be considered a customary transfer fee for purposes of this Agreement. MassMutual acknowledges that the determination of such economic benefit to the Fund by the Sub-Adviser is subjective and represents the Sub-Adviser’s evaluation that the Fund is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its investment advisory affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Sub-Subadvisory Agreement shall prevent MML Advisers BIIL or the Subadviser BAM LLC from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers BIIL or the Subadviser BAM LLC or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Sub-Subadvisory Agreement. MML Advisers BIIL recognizes and agrees that the Subadviser BAM LLC may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser BAM LLC shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers BIIL in any way or otherwise be deemed an agent of the Fund or MML Advisers BIIL except in connection with the investment management services provided by the Subadviser BAM LLC hereunder. (b) The Subadviser BAM LLC agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The SubadviserBAM LLC, upon reasonable request, shall provide MML Advisers BIIL with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, BAM LLC acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the SubadviserBAM LLC’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, Subadviser acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the PortfolioFund. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the PortfolioFund. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio any Subportfolio and any other account with investment objectives and policies similar to the Portfolio that Subportfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio a Subportfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio Subportfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, ’s composite of accounts following the same or any of its affiliates, acts similar investment strategies as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect limit the ability of MML Advisers or otherwise impair the performance by any party of Subadviser, as the case may be, to perform its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in between the performance between of the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, ’s composite of accounts following the same or any a similar investment strategy to that of its affiliates, acts as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is the Subadviser reasonably determines to be fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) . The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable requestrequest and receipt of adequate assurances of confidentiality, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, Subadviser acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers MassMutual or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers MassMutual or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers MassMutual recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers MassMutual in any way or otherwise be deemed an agent of the Fund or MML Advisers MassMutual except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers MassMutual with an explanation of the differences, if any, in performance between the Portfolio and any other account composite of portfolios with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.

Other Activities. (a) Nothing The Adviser acknowledges and understands that the Sub-Adviser may engage in this Subadvisory Agreement an investment advisory business apart from managing the Assets. This may create conflicts of interest with the Account over the Sub-Adviser’s time devoted to managing the Assets and other accounts and the allocation of investment opportunities among accounts (including the Account) managed by the Sub-Adviser. The Sub-Adviser shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not attempt to resolve all such conflicts in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided a manner that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party is generally fair to all of its duties and obligations under this Subadvisory Agreementclients. MML Advisers recognizes and agrees The Adviser confirms that the Subadviser Sub-Adviser may provide give advice to or and take action with respect to any of its other clients, which advice clients or action, including the timing and nature of such action, accounts that may differ from or be identical to advice given or the timing or nature of action taken with respect to the PortfolioAssets; however, it is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other accounts. The Subadviser Nothing in this Agreement shall for all purposes hereof be deemed to be an independent contractor and shallobligate the Sub-Adviser to acquire for the Account any financial instrument that the Sub-Adviser or its directors, unless otherwise provided officers, partners, members or authorizedemployees may acquire for the account of any other client, have no authority to act for or represent if, in the Fund or MML Advisers in any way or otherwise be deemed an agent absolute discretion of the Fund Sub-Adviser, it is not practical or MML Advisers except desirable to acquire a position in connection with such financial instrument for the investment management services provided by the Subadviser hereunderAccount. (b) The Subadviser agrees If the Sub-Adviser determines that it would be appropriate for the Account and one or more other managed accounts to participate in an investment opportunity, the Sub-Adviser will seek to execute orders for the Account and for such other accounts on an equitable basis. In such situations, the Sub-Adviser may place orders for the Account and each such other account simultaneously, and if all such orders are not knowingly filled at the same price, the Sub-Adviser may cause the Account and each such account to pay or deliberately favor receive the average of the prices at which the orders were filled for the Account and all such accounts. If all such orders cannot be fully executed under prevailing market conditions, the Sub-Adviser may allocate the financial instruments traded among the Account and such other accounts in a manner which it considers equitable, taking into account the size of the order placed for the Account and each such other account as well as any other account factors which it deems relevant. (c) Subject to compliance with the law, the Assets may be invested with funds managed or controlled by it or any the Sub-Adviser on behalf of its principals or affiliates over the Portfolioother persons. The Subadviser, upon reasonable request, shall provide MML Advisers Adviser consents to the Sub-Adviser acting in the acquisition and disposal of assets on behalf of other persons and authorizes the Sub-Adviser to deal with an explanation of the differences, if any, in performance between the Portfolio Assets and any other account with investment objectives and policies similar funds managed by the Sub-Adviser as an undivided whole, to the Portfolio extent necessary for which the Subadviserefficient management or administration of the Assets, or subject to the Sub-Adviser maintaining systems and records that distinguish the Assets from the property of any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstancesperson.

Other Activities. (a) Nothing The Adviser acknowledges and understands that the Sub-Adviser may engage in this Subadvisory Agreement a investment advisory business apart from managing the Assets. This may create conflicts of interest with the Account over the Sub-Adviser’s time devoted to managing the Assets and other accounts and the allocation of investment opportunities among accounts (including the Account) managed by the Sub-Adviser. The Sub-Adviser shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not attempt to resolve all such conflicts in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided a manner that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party is generally fair to all of its duties and obligations under this Subadvisory Agreementclients. MML Advisers recognizes and agrees The Adviser confirms that the Subadviser Sub-Adviser may provide give advice to or and take action with respect to any of its other clients, which advice clients or action, including the timing and nature of such action, accounts that may differ from or be identical to advice given or the timing or nature of action taken with respect to the PortfolioAssets; however, it is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other accounts. The Subadviser Nothing in this Agreement shall for all purposes hereof be deemed to be an independent contractor and shallobligate the Sub-Adviser to acquire for the Account any financial instrument that the Sub-Adviser or its directors, unless otherwise provided officers, partners, members or authorizedemployees may acquire for the account of any other client, have no authority to act for or represent if, in the Fund or MML Advisers in any way or otherwise be deemed an agent absolute discretion of the Fund Sub-Adviser, it is not practical or MML Advisers except desirable to acquire a position in connection with such financial instrument for the investment management services provided by the Subadviser hereunderAccount. (b) The Subadviser agrees If the Sub-Adviser determines that it would be appropriate for the Account and one or more other managed accounts to participate in an investment opportunity, the Sub-Adviser will not knowingly or deliberately favor any seek to execute orders for the Account and for such other accounts on an equitable basis. In such situations, the Sub-Adviser may place orders for the Account and each such other account managed simultaneously, and if all such orders are not filled at the same price, the Sub-Adviser may cause the Account and each such account to pay or controlled by it or any of its principals or affiliates over receive the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation average of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for prices at which the Subadviserorders were filled for the Account and all such accounts. If all such orders cannot be fully executed under prevailing market conditions, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both Sub-Adviser may allocate the Portfolio and the Subadviser’s other clients, such investment will be allocated financial instruments traded among the Portfolio Account and such other clients accounts in a manner that is fair which it considers equitable, taking into account the size of the order placed for the Account and equitable in the circumstanceseach such other account as well as any other factors which it deems relevant.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which performance of the Subadviser, 's composite of accounts following the same or any of its affiliates, acts similar investment strategies as investment adviserthe Portfolio. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is the Subadviser reasonably determines to be fair and equitable in the circumstances.

Other Activities. (a) Nothing in this Subadvisory Agreement shall prevent MML Advisers or the Subadviser from acting as investment adviser or subadviser for any other person, firm, corporation or other entity and shall not in any way limit or restrict MML Advisers or the Subadviser or any of their respective directors, officers, members, stockholders, partners or employees from buying, selling or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities are in compliance with U.S. federal and state securities laws, regulations and rules and will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Subadvisory Agreement. MML Advisers recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or MML Advisers in any way or otherwise be deemed an agent of the Fund or MML Advisers except in connection with the investment management services provided by the Subadviser hereunder. (b) The Subadviser agrees that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates over the Portfolio. The Subadviser, upon reasonable request, shall provide MML Advisers with an explanation of the differences, if any, in performance between the Portfolio and any other account with investment objectives and policies similar to the Portfolio for which the Subadviser, or any of its affiliates, acts as investment adviser. To the extent that a particular investment is suitable for both the Portfolio and the Subadviser’s 's other clients, such investment will be allocated among the Portfolio and such other clients in a manner that is fair and equitable in the circumstances.