Common use of Portfolio Transactions and Brokerage Clause in Contracts

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Trust or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust and provided to the Subadviser in writing, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to of the brokerage activities of Trust or MML Advisers may notify the Subadviser in respect writing from time to time. Subject to the requirements and provisions of the FundAct, at such times the Securities Exchange Act of 1934, as amended and in such format as other applicable provisions of law, the Board of Trustees Subadvsier may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated and may obtain third-party research from broker-dealers or non-broker-dealers by entering into commission sharing arrangements.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 13 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MassMutual or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Trust or MassMutual may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or research as may be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI GLOBAL determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) In OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker-dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI GLOBAL determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) In OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph “7”. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times commissions. (f) Subject to the foregoing provisions of this paragraph "7", OFI may also consider sales of Fund shares and shares of other investment companies managed by OFI or its affiliates as a factor in such format as the Board selection of Trustees may reasonably specifybroker-dealers for the Fund's portfolio transactions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (in the judgment of the Sub-Adviser on the basis of, but not limited to the factors in item 7(c) of this Agreement) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or dealers with which it or the Trust are affiliated. (d) The Sub-Adviser will not accept directed brokerage instructions from MassMutual. Notwithstanding this provision and consistent with best execution, the Sub-Adviser shall make reasonable efforts to use brokers that participate in any commission recapture or reduction program that benefits the Fund if instructed to do so in writing by MassMutual. (e) The Sub-Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests of the Fund. (f) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such policies event, allocation of the securities so purchased or sold, as well as the Trustees may determine, expenses incurred in the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if will be made by the Manager determines Sub-Adviser in good faith that such amount of commission was reasonable in relation the manner the Sub-Adviser considers to be the value of the brokerage most equitable and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities consistent with respect its fiduciary obligations to the Fund and to its other clients of the Manager as to which the Manager exercises investment discretionclients. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s 's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or research as may be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI GLOBAL determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including "affiliated" broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7". (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager a. OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager may effect transactions as well as to obtain, consistent with the purchase and sale provisions of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. subparagraph (c) The Manager of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. b. OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . c. OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason Securities Exchange Act of its having caused 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI GLOBAL determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI GLOBAL or its affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. (d) In d. OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees as to the brokerage activities of the Subadviser in respect Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Advisor is authorizedauthorised, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiesinvestments, to employ or deal with such members of securities or commodities exchanges, brokers or dealers or futures commission merchants (hereinafter “"broker-dealers”"), including "affiliated" broker-dealers that are affiliated persons of the Fund or the Managerdealers, as that term is defined in the 1940 Investment Company Act, as may, in its best judgment, implement the policy of the Fund to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Advisor may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker in such to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Advisor shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (d) The Sub-Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, U.S. Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which the Sub-Advisor exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the U.S. Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines Sub-Advisor determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of the Sub-Advisor with respect to the Fund and to other clients of the Manager accounts as to which the Manager it exercises investment discretion. In reaching such determination, the Sub-Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Sub-Advisor shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Directors were reasonable in relation to the benefits to the Fund. (de) In The Sub-Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimise the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees as to Directors and the brokerage activities provisions of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifythis paragraph 6.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Funds portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Directors were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees Directors and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or Babson Capital determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust is affiliated.

Portfolio Transactions and Brokerage. (a) The Manager a. Advisor is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker-dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the “best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such execution,” for these transactions, may use a broker which is understood to effect said transactionsmean prompt and reliable execution at the most favorable price obtainable . The Advisor shall not be precluded from obtaining, and may enter into a contract in which consistent with the broker acts either as principal or as agent. provisions of Subsection (c) The Manager of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason Securities Exchange Act of its having caused 1934) for the Fund and/or other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines Advisor determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker- dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the Manager timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as to which the Manager exercises investment discretionFunds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (di) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund may act as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI Global is authorizedauthorised, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiesinvestments, to employ or deal with such members of securities or commodities exchanges, brokers brokers, dealers or dealers futures commission merchants (hereinafter “"broker-dealers”"), including "affiliated" broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI Global of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI Global shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI Global on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI Global shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, U. S. Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI Global exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the U. S. Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI Global determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI Global with respect to the Fund and to other clients of the Manager accounts as to which the Manager it exercises investment discretion. In reaching such determination, OFI Global will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI Global shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Board of Directors were reasonable in relation to the benefits to the Fund. (d) In OFI Global shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimise the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees as to the brokerage activities Directors of the Subadviser in respect Fund and the provisions of this paragraph 7. (e) The Fund recognises that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or research as may be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI GLOBAL determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) In OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including "affiliated" broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with provisions of subparagraph "(c)" of this paragraph "7" the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s OFI's overall responsibilities with respect to the Fund and to other clients of the Manager accounts as to which the Manager it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act of 1940 for determining the permissible level of such times commissions. (f) Subject to the foregoing provisions of this paragraph "7" OFI may also consider sales of shares of the Fund and other investment companies managed by OFI or its affiliates as a factor in such format as the Board selection of Trustees may reasonably specifybroker-dealers for the Fund's portfolio transactions.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker in such to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees may reasonably specifyof the Trust or MassMutual determine and provide to the Sub-Adviser from time to time.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Trust recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers including "affiliated" broker dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or research as may be of significant assistance to the performance by OFI of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Funds portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Directors were reasonable in relation to the benefits to the Fund. (d) In OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees Directors and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times commissions. (f) Subject to the foregoing provisions of this paragraph "7," OFI may also consider sales of Fund shares and shares of the other investment companies managed by OFI or its affiliates as a factor in such format as the Board selection of Trustees may reasonably specifybroker-dealers for the Fund's portfolio transactions.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser pursuant to the Subadviser’s brokerage policy; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust and provided to the Subadviser in writing, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary consistent with its fiduciary obligations to the Fund and to such other clients. MML Advisers hereby acknowledges that such aggregation of orders may not result in such transactions, may use a broker to effect said transactions, and may enter into a contract more favorable pricing or lower brokerage commission in which the broker acts either as principal or as agentall instances. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection receipt of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to available from or through the Manager an amount of commission for effecting a portfolio investment transaction broker-dealer in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.accordance with

Portfolio Transactions and Brokerage. (a) The Manager a. OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager may effect transactions as well as to obtain, consistent with the purchase and sale provisions of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. subparagraph (c) The Manager of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason Securities Exchange Act of its having caused 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI or its affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. (d) In d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees as to the brokerage activities of the Subadviser in respect Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s Portfolio's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s Portfolio's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own accounttransactions; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase In placing portfolio transactions and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, selecting brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons the Adviser shall endeavor to obtain on behalf of the Fund or the Managerbest overall terms available and shall comply with Section 28(e) of the Securities Exchange Act of 1934. In assessing the best overall terms available for any transaction, as that term is defined the Adviser shall consider all factors it deems relevant, including the breadth of the market in the 1940 Actsecurity, as maythe price of the security, the size of and difficulty in its best judgmentexecuting an order, implement the policy value of the expected contribution of the broker or dealer to the investment performance of the Fund to obtain on a continuing basis, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, and/or compensation, both for the specific transaction and on a continuing basis. In evaluating the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase overall terms available and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which selecting the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of execute a particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasibletransaction, the execution capabilities required by Adviser may also consider the transaction or transactions; the ability “brokerage and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance research services” provided to the Fund of speed, efficiency, and/or other accounts over which the Adviser or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions an affiliate of the FundAdviser exercises investment discretion. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund The Adviser is authorized to pay a broker or dealer that which provides such brokerage and research services to the Manager an amount of a commission for effecting executing a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Manager Adviser determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, dealer viewed in terms of either that particular transaction or in terms of the Manager’s overall responsibilities of the Adviser to the Fund. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund or the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on said allocations regularly to the Board of Trustees indicating the brokers to whom such allocations have been made and the basis therefor. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with respect its fiduciary obligations to the Fund and to such other clients of the Manager as to which the Manager exercises investment discretionclients. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund's Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Fund or Trust and provided to the ManagerSubadviser in writing, as that term is defined in the 1940 Act, as may, in its conform with federal securities laws and be consistent with seeking best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsexecution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-broker- dealers to effect the Fund’s Portfolio's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Fund’s Portfolio's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to of the brokerage activities of Trust or MML Advisers may notify the Subadviser in respect writing from time to time. Subject to the requirements and provisions of the FundAct, at such times the Securities Exchange Act of 1934, as amended and in such format as other applicable provisions of law, the Board of Trustees Subadvsier may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated and may obtain third-party research from broker-dealers or non- broker-dealers by entering into commission sharing arrangements.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price reasonably obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide in writing to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual reasonably determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedTransactions in portfolio securities shall be effected by the Management Company, through brokers or otherwise, in arranging the purchase manner permitted in this Section 3 and sale of in such manner as the Fund’s publicly-traded portfolio securities, Management Company shall deem to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons be in the best interests of the Fund or after consideration is given to all relevant factors. (b) In reaching a judgment relative to the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy qualification of the Fund a broker to obtain the best execution of a particular transaction, the Fund’s portfolio transactions. (b) The Manager Management Company may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter take into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of account all relevant factors and considerations includingcircumstances, insofar as feasible, including the execution capabilities required by the transaction or transactions; the ability and willingness size of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own accountany contemporaneous market in such securities; the importance to the Fund of speed, efficiency, or confidentialityspeed and efficiency of execution; whether the particular transaction is part of a larger intended change in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker-dealer’s apparent knowledge of or familiarity with sources from or to whom particular such securities might may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (c) Subject to any other matters relevant to statements concerning the selection allocation of a broker-dealer for particular and related transactions of brokerage contained in the Fund. Subject to such policies as the Trustees may determine’s prospectus or statement of additional information, the Manager shall not be deemed Management Company is authorized to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason direct the execution of its having caused portfolio transactions for the Fund to pay brokers who furnish investment information or research service to the Management Company. Such allocation shall be in such amounts and proportions as the Management Company may determine. If the transaction is directed to a broker or dealer that provides providing brokerage and research services to the Manager an amount of Management Company, the commission paid for effecting a portfolio investment such transaction may be in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines Management Company shall have determined in good faith that such amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of the Management Company with respect to the Fund and to other clients of the Manager all accounts as to which the Manager it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, “providing brokerage and research services” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (d) In the selection of a broker for the execution of any case where transaction not subject to fixed commission rates, the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or “posted” commission rates. (e) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a Subadviser has been retained broker on its behalf unless, in respect of some or all the best judgment of the assets Management Company, better price or execution can be obtained in utilizing the services of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifya broker.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MassMutual or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser (including clients with investment objectives and policies similar to the Portfolio), the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Trust or MassMutual may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-broker- dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Tremont is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, securities and other investments of the Fund to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “dealers, including "affiliated" broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactionstransactions of the Fund as well as to obtain, consistent with the provisions of the subparagraph (c) of this paragraph 6, the benefit of such investment information or research as may be of significant assistance to the performance by Tremont of its investment advisory functions. (b) The Manager may effect To the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactionsextent applicable, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Tremont shall select broker-dealers to effect the Fund’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The In such case, the abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) transactions will be judged by the Manager Tremont on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction transactions or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from form or to whom particular securities or other investments might be purchased or sold; as well as any nay other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) To the extent applicable, Tremont shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide research services (as such services are defined in Section 28(e)(3) of the Trustees Securities Exchange Act of 1934) to Tremont, which may determine, assist Tremont in managing the Manager shall not be deemed assets of the Fund or other accounts for which Tremont or any affiliate of Tremont exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect the transaction would have charged for effecting that transaction, if the Manager determines Tremont determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and of the broker or research services provided by such broker or dealer, broker-dealer viewed in terms of either that particular transaction or the Manager’s overall responsibilities of Tremont or its affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, Tremont will not be required to place or attempt to place a specific dollar value on the brokerage or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Tremont shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Board were reasonable in relation to the benefits to the Fund. (d) In Tremont shall have no obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund as contemplated by Section 9 below, the Manager shall report periodically for effecting its portfolio transactions to the Board of Trustees as to extent consistent with the brokerage activities of the Subadviser in respect interests and policies of the Fund. (e) Subject to the foregoing provisions of this paragraph 6, at such times and to the extent applicable, Tremont may also consider sales of Shares as a factor in such format as the Board selection of Trustees may reasonably specifybroker-dealers for its portfolio transactions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to the foregoing, the Sub-Adviser may reasonably specifyalso consider sales of shares of the Fund, or may consider or follow the recommendations of MassMutual that take such sales into account, as factors in the selection of broker-dealers to effect the Fund’s portfolio transactions. Notwithstanding the above, nothing herein shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which MassMutual has recommended.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MassMutual or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionscurrent Prospectus and Statement of Additional Information or approved by the Board of Trustees of the Trust and notified in writing to the Subadviser and shall conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to of the brokerage activities of Trust or MassMutual may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifywriting from time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust and provided to the Subadviser in writing, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to of the brokerage activities of Trust or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifywriting from time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s 's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees may reasonably specifyof the Trust or MassMutual determine and provide to the Sub-Adviser from time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal and enter into contracts with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust are affiliated. (d) In any case where The Sub-Adviser has delivered to MassMutual, the Trust, and the Fund a Subadviser has been retained in respect of some or all copy of the assets document entitled “Level One Disclosure,” which describes the Sub-Adviser’s practices with respect to executing portfolio transactions. (e) Transactions effected on behalf of the Fund may be executed in an aggregate or “block” with trades effected on behalf of other accounts managed by the Sub-Adviser. In such event, allocation of securities so purchased, or sold, as contemplated well as the expenses incurred in any such transactions will be made by Section 9 below, the Manager shall report periodically Sub-Adviser in the manner it considers equitable and consistent with its obligations to all the Sub-Adviser’s clients. Each individual “block” trade may operate to the Board of Trustees as to the brokerage activities of the Subadviser in respect advantage or disadvantage of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to the foregoing, the Sub-Adviser may reasonably specifyalso consider sales of shares of the Fund, or may consider or follow the recommendations of MassMutual that take such sales into account, as factors in the selection of broker-dealers to effect the Fund’s portfolio transactions. Notwithstanding the above, nothing herein shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which MassMutual has recommended.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker that provides research services or to use a particular broker recommended by the Board of Trustees, the Trust or MassMutual. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the FundPortfolio; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or dealers with which it or the Trust are affiliated. (d) Subject to have acted unlawfully or the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to have breached any duty created the extent authorized by this Management Agreement or otherwise solely by reason Section 28(e) of its having caused the Fund Securities Exchange Act of 1934, as amended, cause the Portfolio to pay a broker or dealer that provides brokerage and or research services to MassMutual, the Manager Sub-Adviser and the Portfolio an amount of commission for effecting a portfolio investment Portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Manager determines Sub-Adviser determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the Fund and to Portfolio or its other advisory clients of for which MassMutual or the Manager as to which the Manager Sub-Adviser exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of . To the assets of the Fund as contemplated extent authorized by Section 9 below28(e) and the Board, the Manager Sub-Adviser shall report periodically not be deemed to the Board have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyaction.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactionstransactions under the circumstances of a particular transaction. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s 's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees may reasonably specifyof the Trust or MassMutual determine and provide to the Sub-Adviser from time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated. MassMutual agrees that the Sub-Adviser shall refrain from rendering any advice or services hereunder concerning securities of companies of which the Sub-Adviser is an affiliate without the prior written consent of MassMutual. For purposes hereof, an “affiliate” of, or a person “affiliated with,” a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 ActTrust’s Prospectus and Statement of Additional Information, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of or approved by the Fund’s portfolio transactions. (b) Board, conform with federal securities laws and be consistent with seeking best execution. The Manager Subadviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund, as if the Fund were registered under the Act, and to such other clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some Fund’s Board or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser (including clients with investment objectives and policies similar to the Portfolio), the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Trust or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust are affiliated. (d) In any case where a Subadviser has been retained Pursuant to its internal policies and procedures, Sub-Adviser is authorized to aggregate purchase and sale orders for securities held (or to be held) in respect of some or all of the assets of the Fund as contemplated with similar orders being made on the same day for other eligible client accounts or portfolios managed by Section 9 belowSub-Adviser. MassMutual and the Fund understand that Sub-Adviser may not be able to aggregate transactions through brokers or dealers designated by MassMutual with transactions through brokers or dealers selected by Sub-Adviser, in which event the Manager shall report periodically prices paid or received by the Fund will not be covered by Sub-Adviser’s internal trade aggregation policies and may be higher or lower than those paid or received by other accounts or portfolios of Sub-Adviser. (e) The Sub-Adviser and its affiliates are also authorized to execute agency and other cross transactions (collectively “Cross Transactions”) for the Fund. Cross Transactions are inter-account transactions which may be effected by the Sub-Adviser or its affiliates acting for both the Fund and the counterparty to the Board transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of Trustees securities for the Fund at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. The Sub-Adviser believes that such transactions can provide meaningful benefits for its clients. However, MassMutual should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to Cross Transactions and that the Sub-Adviser, or any of its affiliates if acting as broker may receive commissions from both parties to such transactions. MassMutual understands that its authority to the brokerage activities Sub-Adviser to execute Cross transactions for the Fund is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from MassMutual, and that the Subadviser failure to terminate such authorization will result in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyits continuation.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesinvestments, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities investments (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, which are expected to enhance the Sub-Adviser’s general portfolio management capabilities notwithstanding that the Fund may not be the exclusive beneficiary of such research; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees may reasonably specifyof the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker that provides research services or to use a particular broker recommended by the Board of Trustees, the Trust or MassMutual.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust are affiliated. (d) In The Sub-Adviser shall have no liability for the acts or omissions of any case where a Subadviser broker-dealer in connection with any transaction, except to the extent that Sub-Adviser has been retained negligent, or has exercised bad faith or willful misfeasance, in respect its selection of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in broker-dealer for such format as the Board of Trustees may reasonably specifytransaction.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best reasonable judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable under the circumstances) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as well as amended; and any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust are affiliated. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust are affiliated. (d) In any case where a Subadviser has been retained in respect of some or all of the assets Transactions effected on behalf of the Fund may be executed in an aggregate or “block” with trades effected on behalf of other accounts managed by the Sub-Adviser. In such event, allocation of securities so purchased, or sold, as contemplated well as the expenses incurred in any such transactions will be made by Section 9 below, the Manager shall report periodically Sub-Adviser in the manner it considers equitable and consistent with its obligations to all the Sub-Adviser’s clients. Each individual “block” trade may operate to the Board of Trustees as to the brokerage activities of the Subadviser in respect advantage or disadvantage of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Fund’s Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Fund’s Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedBAM LLC shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of with MassMutual, BIIL or BAM LLC) as may be selected by BAM LLC; provided, however, that such orders shall be consistent with the Fund or the Manager, as that term is defined brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when BAM LLC deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of BAM LLC, BAM LLC, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, BAM LLC will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner BAM LLC considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager BAM LLC shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager BAM LLC on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees Trust or BIIL may reasonably specifynotify BAM LLC from time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, with respect to the Portfolio in arranging the purchase and sale of the Fund’s 's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees may reasonably specifyof the Trust or MassMutual determine and provide to the Sub-Adviser from time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s 's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 ActFund’s Prospectus and Statement of Additional Information, as may, in its best judgment, implement or approved by the policy Board of the Fund to obtain the best execution Trustees of the Fund’s portfolio transactions. (b) , conform with federal securities laws and be consistent with seeking best execution. The Manager Subadviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Fund or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publiclySub-traded portfolio securities, to employ Adviser shall place orders with or deal with through such members of securities exchanges, brokers or dealers (hereinafter herein, “broker-dealers”), including futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated persons of with the Fund Adviser or the ManagerSub-Adviser) as may be selected by the Sub-Adviser to the extent permitted by applicable laws, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) regulations and exemptive orders. The Manager Sub-Adviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker broker-dealer to effect said transactions, and may enter into a contract in which the broker broker-dealer acts either as principal or as agent. (b) On occasions when the Sub-Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws, regulations and exemptive orders, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Sub-Adviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and any other considerations of which the Adviser may notify the Sub-Adviser from time to time. Subject to such policies as the Board of Trustees may determine, the Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Sub-Advisory Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the Fund and to other clients of the Manager Sub-Adviser as to which the Manager Sub-Adviser exercises investment discretion. (d) In The Adviser hereby agrees with the Sub-Adviser that any case where entity or person associated with the Sub-Adviser which is a Subadviser has been retained in respect member of some or all of a national securities exchange is authorized to effect any transaction on such exchange for the assets account of the Fund as contemplated which is permitted by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities 11(a) of the Subadviser in respect Securities Exchange Act of the Fund1934, at such times as amended, and in such format as the Board of Trustees may reasonably specifyRule 11a2-2(T) thereunder.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase In placing portfolio transactions and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, selecting brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons the Adviser shall endeavor to obtain on behalf of the Fund or the Managerbest overall terms available. In assessing the best overall terms available for any transaction, as that term is defined the Adviser shall consider all factors it deems relevant, including the breadth of the market in the 1940 Actsecurity, as maythe price of the security, the size of and difficulty in its best judgmentexecuting an order, implement the policy value of the expected contribution of the broker or dealer to the investment performance of the Fund to obtain on a continuing basis, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, and/or compensation, both for the specific transaction and on a continuing basis. In evaluating the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase overall terms available and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which selecting the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of execute a particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasibletransaction, the execution capabilities required by Adviser may also consider the transaction or transactions; the ability “brokerage and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance research services” provided to the Fund of speed, efficiency, and/or other accounts over which the Adviser or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions an affiliate of the FundAdviser exercises investment discretion. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund The Adviser is authorized to pay a broker or dealer that which provides such brokerage and research services to the Manager an amount of a commission for effecting executing a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Manager Adviser determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, dealer viewed in terms of either that particular transaction or in terms of the Manager’s overall responsibilities of the Adviser to the Fund. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund or the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on said allocations regularly to the Board of Trustees indicating the brokers to whom such allocations have been made and the basis therefor. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with respect its fiduciary obligations to the Fund and to such other clients of the Manager as to which the Manager exercises investment discretionclients. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedTransactions in portfolio securities shall be effected by the Management Company, through brokers or otherwise, in arranging the purchase manner permitted in this Section 3 and sale in such manner as the Management Company shall deem to be in the best interests of the Fund’s publicly-traded portfolio securities, Trust after consideration is given to employ or deal with such members all relevant factors. (b) In reaching a judgment relative to the qualification of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund a broker to obtain the best execution of a particular transaction, the Fund’s portfolio transactions. (b) The Manager Management Company may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter take into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of account all relevant factors and considerations includingcircumstances, insofar as feasible, including the size of any contemporaneous market in such securities; the importance to the Trust of speed and efficiency of execution; whether the particular transaction is part of a larger intended change in portfolio position in the same securities; the execution capabilities required by the transaction or transactionscircumstances of the particular transaction; the ability and willingness capital required by the transaction; the overall capital strength of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent knowledge of or familiarity with sources from or to whom particular such securities might may be purchased or sold; as well as any other matters relevant to the selection efficiency, reliability and confidentiality with which the broker has handled the execution of a broker-dealer for particular and related transactions of the Fund. prior similar transactions. (c) Subject to such policies as any statements concerning the Trustees may determineallocation of brokerage contained in a Fund’s prospectus or statement of additional information, the Manager shall not be deemed Management Company is authorized to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason direct the execution of its having caused portfolio transactions for the Fund to pay brokers who furnish investment information or research service to the Management Company. Such allocation shall be in such amounts and proportions as the Management Company may determine. If the transaction is directed to a broker or dealer that provides providing brokerage and research services to the Manager an amount of Management Company, the commission paid for effecting a portfolio investment such transaction may be in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines Management Company shall have determined in good faith that such amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of the Management Company with respect to the Fund and to other clients of the Manager all accounts as to which the Manager it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, “providing brokerage and research services” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (d) In the selection of a broker for the execution of any case where transaction not subject to fixed commission rates, the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or “posted” commission rates. (e) In connection with transactions on markets other than national or regional securities exchanges, a Subadviser has been retained Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in respect of some or all the best judgment of the assets Management Company, better price or execution can be obtained in utilizing the services of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifya broker.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price reasonably obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide in writing to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ Adviser shall place orders with or deal with through such members of securities exchanges, brokers or dealers (hereinafter herein, “broker-dealers”), including futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated persons of with the Fund or Adviser) as may be selected by the ManagerAdviser to the extent permitted by applicable laws, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) regulations and exemptive orders. The Manager Adviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker broker-dealer to effect said transactions, and may enter into a contract in which the broker broker-dealer acts either as principal or as agent. (b) On occasions when the Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws, regulations and exemptive orders, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Adviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser considers to be consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Manager Adviser shall select broker-dealers to effect execute the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best competent execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best competent execution of particular portfolio transaction(s) will be judged by the Manager Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and any other considerations of which the Adviser may notify the Adviser from time to time. Subject to such policies as the Board of Trustees may determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Investment Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Fund and to other clients of the Manager Adviser as to which the Manager Adviser exercises investment discretion. (d) In The Adviser hereby agrees with the Fund that any case where entity or person associated with the Adviser which is a Subadviser has been retained in respect member of some or all of a national securities exchange is authorized to effect any transaction on such exchange for the assets account of the Fund as contemplated which is permitted by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities 11(a) of the Subadviser in respect Securities Exchange Act of the Fund1934, at such times as amended, and in such format as the Board of Trustees may reasonably specifyRule 11a2-2(T) thereunder.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at a favorable security price) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ Subadviser shall place orders with or deal with through such members of securities exchanges, brokers or dealers (hereinafter herein, “broker-dealers”), including futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated persons of with the Fund Adviser or the Manager, Subadviser) as that term is defined in may be selected by the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) Subadviser. The Manager Subadviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker broker-dealer to effect said transactions, and may enter into a contract in which the broker broker-dealer acts either as principal or as agent. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the FundPortfolio; and any other considerations of which the Adviser may notify the Subadviser from time to time. Subject to such policies as the Trustees may determine, the Manager Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Subadvisory Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSubadviser’s overall responsibilities with respect to the Fund and to other clients of the Manager Subadviser as to which the Manager Subadviser exercises investment discretion. (d) In The Manager hereby agrees with the Subadviser that any case where entity or person associated with the Subadviser which is a Subadviser has been retained in respect member of some or all of a national securities exchange is authorized to effect any transaction on such exchange for the assets account of the Fund as contemplated which is permitted by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities 11(a) of the Subadviser in respect Securities Exchange Act of the Fund1934, at such times as amended, and in such format as the Board of Trustees may reasonably specifyRule 11a2-2(T) thereunder.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedBAM LLC shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of with MassMutual, BIIL or BAM LLC) as may be selected by BAM LLC; provided, however, that such orders shall be consistent with the Fund or the Manager, as that term is defined brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Directors of the Company, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when BAM LLC deems the purchase and or sale of a security or other investment to be in the best interest of the Company as well as other clients of BAM LLC, BAM LLC, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, BAM LLC will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner BAM LLC considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Company and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager BAM LLC shall select broker-dealers to effect the FundCompany’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager BAM LLC on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundCompany’s portfolio transactions by participating therein for its own account; the importance to the Fund Company of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services in accordance with Section 28(e) of the Exchange Act, as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Company; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities Directors of the Subadviser in respect of Company, the Fund, at such times and in such format as the Board of Trustees or BIIL may reasonably specifynotify BAM LLC from time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary consistent with its fiduciary obligations to the Fund and to such other clients. MML Advisers hereby acknowledges that such aggregation of orders may not result in such transactions, may use a broker to effect said transactions, and may enter into a contract more favorable pricing or lower brokerage commission in which the broker acts either as principal or as agentall instances. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Trust or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyfrom time to time.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter hereinafte “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to ; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) In connection with purchases or sales of portfolio securities on behalf of the Fund, neither the Sub-Adviser nor any of its partners, directors, officers or employees will act as a principal or agent or receive directly or indirectly any compensation in connection with the purchase or sale of securities by the Fund, other than as provided herein. The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s publiclySub-traded Account's portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, "affiliated" broker-dealers (as that term is defined in the 1940 Act), as may, in its the Sub-Adviser's best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. All transactions effected through any affiliated brokers shall be effected in compliance with Section 17(e) of the 1940 Act and any written procedures established from time to time by the Board of Directors of the Company pursuant to Rule 17e-1 under the 1940 Act, as it may be amended from time to time, copies of which procedures shall be provided to the Sub-Adviser by OFI. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the Fund’s Sub-Account's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s Sub-Account's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained The Sub-Adviser shall not be responsible for payment of brokerage commissions. (e) Provided that such aggregation is in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect best interests of the Fund, at the Sub-Adviser may aggregate orders for the purchase and sale of securities for the Sub-Account with similar orders being made simultaneously for other funds managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such times aggregation is equitable and consistent with the Sub-Adviser's fiduciary obligation to the Fund and shall result in an overall economic benefit to the Fund, taking into consideration the advantageous sale or purchase price, brokerage commissions or other expenses. (f) The Sub-Adviser will advise OFI and the Fund's Custodian promptly of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commissions and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such format other information as may be reasonably required. From time to time as the Board of Trustees Directors of the Company or OFI may reasonably specifyrequest, the Sub-Adviser will furnish to the Company's officers and to its Directors, at the Sub-Adviser's expense, reports on portfolio transactions and reports on issuers of securities held in the Sub-Account, all in such detail as the Fund or OFI shall reasonably request.

Portfolio Transactions and Brokerage. (a) The Manager BAMA is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal and enter into contracts with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager BAMA may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager BAMA shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager BAMA on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund; and such other considerations as the Board of Trustees of the Trust or BIIL determine and provide to BAMA from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed to have acted unlawfully Securities Exchange Act of 1934, as amended, and other applicable provisions of law, BAMA may select brokers or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction dealers with which it or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionTrust is affiliated. (d) In any case where a Subadviser has been retained in respect of some or all of the assets [Reserved] (e) Transactions effected on behalf of the Fund may be executed in an aggregate or “block” with trades effected on behalf of other accounts managed by BAMA. In such event, allocation of securities so purchased, or sold, as contemplated well as the expenses incurred in any such transactions will be made by Section 9 below, BAMA in the Manager shall report periodically manner it considers equitable and consistent with its obligations to all BAMA’s clients. Each individual “block” trade may operate to the Board of Trustees as to the brokerage activities of the Subadviser in respect advantage or disadvantage of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ Adviser shall place orders with or deal with through such members of securities exchanges, brokers or dealers (hereinafter herein, “broker-dealers”), including futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated persons of with the Fund Adviser or the ManagerSub-Adviser) as may be selected by the Adviser to the extent permitted by applicable laws, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) regulations and exemptive orders. The Manager Adviser may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker broker-dealer to effect said transactions, and may enter into a contract in which the broker broker-dealer acts either as principal or as agent. (b) On occasions when the Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund as well as other clients of the Adviser the Adviser to the extent permitted by applicable laws, regulations and exemptive orders, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Adviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Manager Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the FundPortfolio; and any other considerations of which the Adviser may notify the Adviser from time to time. Subject to such policies as the Board of Trustees may determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Advisory Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Fund and to other clients of the Manager Adviser as to which the Manager Adviser exercises investment discretion. (d) In The Adviser hereby agrees with the Fund that any case where entity or person associated with the Adviser which is a Subadviser has been retained in respect member of some or all of a national securities exchange is authorized to effect any transaction on such exchange for the assets account of the Fund as contemplated which is permitted by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities 11(a) of the Subadviser in respect Securities Exchange Act of the Fund1934, at such times as amended, and in such format as the Board of Trustees may reasonably specifyRule 11a2-2(T) thereunder.

Portfolio Transactions and Brokerage. (a) The Manager Adviser is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactionstransactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as may be of significant assistance to the performance by the Adviser of its investment management functions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Adviser shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . (c) The Adviser shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Trustees may determine, Securities Exchange Act of 1934) for the Manager shall not be deemed Fund and/or other accounts for which the Adviser and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused cause the Fund to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines Adviser determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of the Adviser and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, the Adviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Adviser shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Directors were reasonable in relation to the benefits to the Fund. (d) In The Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to the determinations of its Board of Trustees Directors and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as to the brokerage activities of the Subadviser in respect one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the Fund’s Portfolio's publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required financial standing of the firm; whether the firm provides comprehensive coverage of the particular investment market; whether the securities prices offered by the transaction or transactionsfirm represent fair market value; the ability firm’s standard of research coverage; the firm’s standard of back-office and willingness settlement arrangements; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund Securities Exchange Act of speed1934, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or soldas amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager a. Ridgeline is authorized, in arranging the purchase and sale of the Fund’s publicly-traded ’ s portfolio securitiestransactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including “affiliated” broker-dealers (as that term is defined in the Investment Company Act) (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager may effect transactions as well as to obtain, consistent with the purchase and sale provisions of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. Subsection (c) The Manager of this Section 7, the benefit of such investment information or research as will be of significant assistance to the performance by Ridgeline of its investment management functions. b. Ridgeline shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Ridgeline on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . c. Ridgeline shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason Securities Exchange Act of its having caused 1934) for the Fund and/or other accounts for which Ridgeline or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines Ridgeline determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of Ridgeline and its investment advisory affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, Ridgeline will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Ridgeline shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. (d) In d. Ridgeline shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker- dealer on the basis of some its purported or all “posted” commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Ridgeline deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of Ridgeline and its affiliates, Ridgeline to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage activities commissions and efficient execution. Allocation of the Subadviser securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Ridgeline in the manner which Ridgeline considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Trust agrees that Ridgeline and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Ridgeline and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Ridgeline will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedAdviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MassMutual or the ManagerAdviser) as may be selected by the Adviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionsProspectus and Statement of Additional Information, or approved by the Board of Directors of the Company, conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Adviser deems the purchase and or sale of a security or other investment to be in the best interest of the Company as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Adviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Company and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Adviser shall select broker-dealers to effect the FundCompany’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundCompany’s portfolio transactions by participating therein for its own account; the importance to the Fund Company of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services in accordance with Section 28(e) of the Exchange Act, as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Company; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities Directors of the Subadviser in respect of Company, the Fund, at such times and in such format as or MassMutual may notify the Board of Trustees may reasonably specifyAdviser from time to time.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedTransactions in portfolio securities shall be effected by the Investment Manager, through brokers or otherwise, in arranging the purchase manner permitted in this Section 3 and sale of in such manner as the Fund’s publicly-traded portfolio securities, Investment Manager shall deem to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons be in the best interests of the Fund or after consideration is given to all relevant factors. (b) In reaching a judgment relative to the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy qualification of the Fund a broker to obtain the best execution of a particular transaction, the Fund’s portfolio transactions. (b) The Investment Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter take into a contract in which the broker acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of account all relevant factors and considerations includingcircumstances, insofar as feasible, including the execution capabilities required by the transaction or transactions; the ability and willingness size of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own accountany contemporaneous market in such securities; the importance to the Fund of speed, efficiency, or confidentialityspeed and efficiency of execution; whether the particular transaction is part of a larger intended change in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker-dealer’s apparent knowledge of or familiarity with sources from or to whom particular such securities might may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (c) Subject to any other matters relevant to statements concerning the selection allocation of a broker-dealer for particular and related transactions of brokerage contained in the Fund. Subject to such policies as the Trustees may determine’s prospectus or statement of additional information, the Investment Manager shall not be deemed is authorized to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason direct the execution of its having caused portfolio transactions for the Fund to pay brokers who furnish investment information or research service to the Investment Manager. Such allocation shall be in such amounts and proportions as the Investment Manager may determine. If the transaction is directed to a broker or dealer that provides providing brokerage and research services to the Manager an amount of Investment Manager, the commission paid for effecting a portfolio investment such transaction may be in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines shall have determined in good faith that such amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of the Investment Manager with respect to the Fund and to other clients of the Manager all accounts as to which the Manager it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, “providing brokerage and research services” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (d) In the selection of a broker for the execution of any case where transaction not subject to fixed commission rates, the Investment Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or “posted” commission rates. (e) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a Subadviser has been retained broker on its behalf unless, in respect of some or all the best judgment of the assets Investment Manager, better price or execution can be obtained in utilizing the services of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifya broker.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the FundPortfolio; and such other considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to such policies as these requirements and the Trustees may determineprovisions of the Act, the Manager shall not be deemed Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or dealers with which it or the Trust are affiliated. (d) Subject to have acted unlawfully or the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to have breached any duty created the extent authorized by this Management Agreement or otherwise solely by reason Section 28(e) of its having caused the Fund Securities Exchange Act of 1934, as amended, cause the Portfolio to pay a broker or dealer that provides brokerage and or research services to MassMutual, the Manager Sub-Adviser and the Portfolio an amount of commission for effecting a portfolio investment Portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Manager determines Sub-Adviser determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the Fund and to Portfolio or its other advisory clients of for which MassMutuaI or the Manager as to which the Manager Sub-Adviser exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of . To the assets of the Fund as contemplated extent authorized by Section 9 below28(e) and the Board, the Manager Sub-Adviser shall report periodically not be deemed to the Board have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyaction.

Portfolio Transactions and Brokerage. (a) The Manager Adviser is authorized, in arranging for the purchase and sale of the Fund’s publicly-traded Trust's portfolio securities, to employ or deal with such members of securities exchanges, brokers or and dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgmentthe judgment of the Adviser, implement the policy of the Fund Trust to obtain the best net results taking into account such factors as price, including commission or dealer spread, the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities and the firm's risk in positioning the securities involved. Consistent with this policy, the Adviser is authorized to direct the execution of the Fund’s Trust's portfolio transactionstransactions to dealers and brokers furnishing statistical information or research deemed by the Adviser to be useful or valuable to the performance of its investment advisory functions for the Trust in accordance with the requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. (b) The Manager In the course of the Adviser's execution of portfolio transactions for the Trust, it is agreed that the Adviser shall employ securities brokers and dealers which, in its judgment, will be able to satisfy the policy of the Trust to seek the best execution of its portfolio transactions at reasonable expenses. For purposes of this agreement, "best execution" shall mean prompt, efficient and reliable execution at the most favorable price obtainable. Under such conditions as may effect be specified by the Trust's Board of Trustees in the interest of its shareholders and to ensure compliance with applicable law and regulations, the Adviser may (a) place orders for the purchase and or sale of the Trust's portfolio securities in private transactions on such terms and conditions as with its affiliate, (b) pay commissions to brokers other than its affiliate which are customary in such transactions, may use a higher than might be charged by another qualified broker to effect said transactions, obtain brokerage and/or research services considered by the Adviser to be useful or desirable in the performance of its duties hereunder and may enter into a contract in for the investment management of other advisory accounts over which the broker acts either as principal it or as agent. its affiliates exercise investment discretion; and (c) The Manager shall select broker-consider sales by brokers (other than its affiliate distributor) of shares of the Trust and any other mutual fund for which it or its affiliates act as investment adviser, as a factor in its selection of brokers and dealers to effect for the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related Trust's portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager is authorizedSubadviser shall place orders with or through such brokers, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securitiesdealers, to employ futures commission merchants or deal with such members of securities exchangesother persons (including, brokers or dealers (hereinafter “broker-dealers”)but not limited to, including broker-dealers that are affiliated persons of the Fund with MML Advisers or the ManagerSubadviser) as may be selected by the Subadviser; provided, as however, that term is defined such orders shall be consistent with the brokerage policy set forth in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactionscurrent Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust and notified in writing to the Subadviser, and shall conform with federal securities laws and be consistent with seeking best execution. (b) The Manager may effect On occasions when the Subadviser deems the purchase and or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in private transactions on order to seek best execution. In such terms event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and conditions as are customary in consistent with its fiduciary obligations to the Fund and to such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agentother clients. (c) The Manager Subadviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached Portfolio; and any duty created by this Management Agreement or otherwise solely by reason other considerations of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to of the brokerage activities of Trust or MML Advisers may notify the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifywriting from time to time.

Portfolio Transactions and Brokerage. (a) The Manager a. OFI is authorized, in arranging the purchase and sale of the Fund’s publicly-traded 's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “"broker-dealers”"), including "affiliated" broker-dealers that are affiliated persons of the Fund or the Manager, (as that term is defined in the 1940 Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s 's portfolio transactions. (b) The Manager may effect transactions as well as to obtain, consistent with the purchase and sale provisions of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. subparagraph (c) The Manager of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. b. OFI shall select broker-dealers to effect the Fund’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject . c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such policies transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason Securities Exchange Act of its having caused 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction for the Fund that is in excess of the amount of commission another broker or broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines OFI determines, in good faith faith, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities of OFI or its affiliates with respect to the Fund and to other clients of the Manager accounts as to which the Manager exercises they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund. (d) In d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any case where a Subadviser has been retained in respect particular portfolio transactions or to select any broker-dealer on the basis of some its purported or all "posted" commission rate but will, to the best of its ability, endeavor to be aware of the assets current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as contemplated established by Section 9 below, the Manager shall report periodically to determinations of the Board of Trustees as to the brokerage activities of the Subadviser in respect Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, at fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such times and in such format as the Board of Trustees may reasonably specifycommissions.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) MassMutual hereby agrees that, in managing the EAFE Assets, the Sub-Adviser may execute trades in markets that are not “regulated markets” as that term is defined in the “Markets in Financial Instruments Directive” and may utilize a multilateral trading facility. See Appendix B. (d) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the FundPortfolio. Subject to such policies these requirements and the provisions of the Act, Section 28(e) of the Securities Exchange Act of 1934, as the Trustees may determineamended, and other applicable provisions of law, the Manager shall not be deemed to have acted unlawfully Sub-Adviser may select brokers or to have breached any duty created by this Management Agreement dealers with which it or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services Trust are affiliated. Subject to the Manager an amount requirements of commission for effecting a portfolio investment transaction U.S. law, MassMutual agrees that Sub-Adviser may follow the best execution policy described on Appendix B in excess of managing the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretionEAFE Assets. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution of the FundPortfolio’s portfolio transactionstransactions under the circumstances of a particular transaction. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required financial standing of the firm; whether the firm provides comprehensive coverage of the particular investment market; whether the securities prices offered by the transaction or transactionsfirm represent fair market value; the ability firm’s standard of research coverage; the firm’s standard of back-office and willingness settlement arrangements; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund Securities Exchange Act of speed1934, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or soldas amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager Sub-Adviser is authorized, in arranging the purchase and sale of the FundPortfolio’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the seek to obtain, at reasonable expense, best execution of the Fund’s portfolio transactions. (b) The Manager Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said such transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager Sub-Adviser shall select broker-dealers to effect the FundPortfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager Sub-Adviser on the basis of all relevant factors and considerations deemed relevant by the Sub-Adviser, including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the FundPortfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to Portfolio; and such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format considerations as the Board of Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may reasonably specifyselect brokers or dealers with which it or the Trust are affiliated.

Portfolio Transactions and Brokerage. (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers advisers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker broker-dealer to effect said transactions, and may enter into a contract in which the broker broker-dealer acts either as principal or as agent. (c) The Manager shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency, or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In The Fund hereby agrees with the Manager that any case where entity or person associated with the Manager which is a Subadviser has been retained in respect member of some or all of a national securities exchange is authorized to effect any transaction on such exchange for the assets account of the Fund as contemplated which is permitted by Section 9 below11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). (e) On occasions when the Manager deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Manager, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Manager shall report periodically will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Manager considers to be the most equitable and consistent with its fiduciary obligations to the Board of Trustees as Fund and to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specifyother clients.