Common use of Representations and Warranties of MassMutual Clause in Contracts

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (a) result in any material adverse change in MassMutual’s condition (financial or otherwise); (b) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The execution, delivery and performance of this Agreement by MassMutual with respect to the Fund (including without limitation appointment of the Sub-Adviser as an investment sub-adviser with respect to the Fund) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no final, pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which reasonably might reasonably be expected to (a) result in any material adverse change in MassMutual’s condition (financial or otherwise); (b) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment . MassMutual will inform the Sub-Adviser of any such events during the term of this Sub-Advisory Agreement and will provide the Sub-Adviser with its Form ADV and will promptly provide the Sub-Adviser with any amendments to the MassMutual’s its Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The execution, delivery and performance of Except as otherwise noted in this Sub-Advisory Agreement by MassMutual with respect to the Fund (including without limitation appointment accuracy of certain information provided to MassMutual by the Sub-Adviser, the Sub-Adviser as an investment sub-adviser with respect has no responsibility for marketing and sales materials relating to the Fund) has been duly authorized and approved Fund prepared by all necessary and appropriate action or on the part behalf of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADVADV at least two days in advance of the execution of this contract. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (ai) result in any material adverse change in MassMutual’s condition (financial or otherwise); ) or (bii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The executionMassMutual has policies and procedures designed to detect and deter disruptive trading practices, delivery including “market timing”, and performance MassMutual agrees that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of this Agreement interests in the Fund generally. (vii) MassMutual agrees that the Sub-Adviser shall have no responsibility or liability arising out of any non-compliance by the Fund or MassMutual with anti-money laundering regulations. MassMutual hereby certifies that MassMutual has implemented an anti-money laundering program and a customer identification program (“CIP”) that each comply with the requirements of applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT of 2001 and the regulations promulgated thereunder, and that MassMutual will perform the requirements of such programs with respect to the Fund investors in the Fund. (including without limitation appointment viii) If at any time during the term of this Sub-Advisory Agreement, MassMutual discovers any fact or omission, or any event or change of circumstances occurs, which would make MassMutual’s representations and warranties in Section 9 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, MassMutual will provide prompt written notification to the Sub-Adviser as an investment sub-adviser with respect to of any such fact, omission, event or change of circumstances, and the Fund) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fundfacts related thereto. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations and approvals under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser and under the Advisers ActAdvisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (iii) MassMutual has complied, in all material respects, complied with all registrations required by, and will comply, in all material respects, with all applicable laws and the rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual or any of its principals is a party, or to which any of the assets of MassMutual is subject, which might reasonably be expected to (ai) result in any material adverse change in MassMutual’s condition (financial or otherwise); , business or prospects, (bii) affect adversely in any material respect any of MassMutual’s assets, or (iii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual has not received any notice of an a current investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The execution, delivery and performance of this Agreement by MassMutual with respect to the Fund (including without limitation appointment of the Sub-Adviser as an investment sub-adviser with respect to the Fund) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fundrules. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (ai) result in any material adverse change in MassMutual’s condition (financial or otherwise); ) or (bii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The executionFund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, delivery as amended, and performance of this Agreement by MassMutual with respect to the Fund (including without limitation appointment of will promptly notify the Sub-Adviser if the Fund ceases to be a QIB. (vii) The Fund is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), will promptly notify the Sub-Adviser if the Fund ceases to be a QEP, and hereby consents to be treated as an investment sub-adviser with respect to the Fund“exempt account” under CFTC Rule 4.7. (viii) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority The assets of the Trustees who are Fund do not “interested persons” constitute assets of (a) an employee benefit plan (as defined in Section 3(3) of the 1940 Act) Employee Retirement Income Security Act of 1974 (the “Independent TrusteesERISA”)), andwhether or not subject to Title I of ERISA; (b) a plan described in Section 4975(e)(1) of the Internal Revenue Code; or, (c) an entity whose underlying assets are assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity. (ix) The assets in the Fund are free from all liens and charges, and MassMutual undertakes that no liens or charges will arise from the act or omissions of MassMutual which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary, necessary to meet the shareholders obligations of the FundFund with respect to any investments made pursuant to the Disclosure Documents. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (ai) result in any material adverse change in MassMutual’s condition (financial or otherwise); ) or (bii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The executionFund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, delivery as amended, and performance of this Agreement by MassMutual with respect to the Fund (including without limitation appointment of will promptly notify the Sub-Adviser if the Fund ceases to be a QIB. (vii) The Fund is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), will promptly notify the Sub-Adviser if the Fund ceases to be a QEP, and hereby consents to be treated as an investment sub-adviser with respect to the Fund“exempt account” under CFTC Rule 4.7. (viii) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority The assets of the Trustees who are Fund do not “interested persons” constitute assets of (a) an employee benefit plan (as defined in Section 3(3) of the 1940 Act) Employee Retirement Income Security Act of 1974 (the “Independent TrusteesERISA”)), andwhether or not subject to Title I of ERISA; (b) a plan described in Section 4975(e)(1) of the Internal Revenue Code; or, (c) an entity whose underlying assets are assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity. (ix) The assets in the Fund are free from all liens and charges, and MassMutual undertakes that no liens or charges will arise from the act or omissions of MassMutual which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary, necessary to meet the shareholders obligations of the FundFund with respect to any investments made pursuant to the Disclosure Documents. (x) The Sub-Adviser is expressly authorized to rely upon any and all written instructions, approvals and notices given on behalf of MassMutual by any one or more of those persons designated as representatives of whose names, titles and specimen signatures appear in Appendix B attached hereto. MassMutual may amend such Appendix B from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by MassMutual to the contrary. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (ivii) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (iiviii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iiiix) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (ivx) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (vxi) There is no final, pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which reasonably might reasonably be expected to (a) result in any material adverse change in MassMutual’s condition (financial or otherwise); (b) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment . MassMutual will inform the Sub-Adviser of any such events during the term of this Sub-Advisory Agreement and will provide the Sub-Adviser with its Form ADV and will promptly provide the Sub-Adviser with any amendments to the MassMutual’s its Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vixii) The execution, delivery and performance of Except as otherwise noted in this Sub-Advisory Agreement by MassMutual with respect to the Fund (including without limitation appointment accuracy of certain information provided to MassMutual by the Sub-Adviser, the Sub-Adviser as an investment sub-adviser with respect has no responsibility for marketing and sales materials relating to the Fund) has been duly authorized and approved Fund prepared by all necessary and appropriate action or on the part behalf of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. MassMutual hereby represents and warrants to Sub-Adviser that: (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (vb) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual or any of its principals or affiliates is a party, or to which any of the assets of MassMutual is subject, which reasonably might reasonably be expected to (ai) result in any material adverse change in MassMutual’s condition (financial or otherwise); , business or prospects, (bii) affect adversely in any material respect any of MassMutual’s assets, (iii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; , or (civ) result in a matter which would require an amendment to the MassMutual’s Form ADV, Part II; and MassMutual the Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutualrules. (vic) The executionAll references in the Disclosure Documents concerning MassMutual and its affiliates and the controlling persons, delivery affiliates, stockholders, directors, officers and performance employees of this Agreement by MassMutual with respect to the Fund (including without limitation appointment any of the Sub-Adviser as an investment sub-adviser with respect foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to the Fund) has been duly authorized and approved by all state a material fact necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are in order to make such information not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, to the extent necessary, the shareholders of the Fundmisleading. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAgreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law and has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Sub-Advisory Agreement including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementlaw. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no final, pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which reasonably might reasonably be expected to (a) result in any material adverse change in MassMutual’s condition (financial or otherwise); (b) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement; or (c) result in a matter which would require an amendment . MassMutual will inform the Sub-Adviser of any such events during the term of this Sub-Advisory Agreement and will provide the Sub-Adviser with its Form ADV and will promptly provide the Sub-Adviser with any amendments to the MassMutual’s its Form ADV, Part II; and MassMutual has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules other than routine examinations of the books and records of MassMutual. (vi) The executionSub-Adviser has no responsibility for marketing and sales materials relating to the Fund prepared by or on behalf of MassMutual or for other information contained in the Fund’s Disclosure Documents, delivery and performance of except (a) as otherwise noted in this Sub-Advisory Agreement by MassMutual with respect to the Fund accuracy of certain information provided to MassMutual by the Sub-Adviser or (including without limitation appointment b) with respect to the Disclosure Documents any information relating to the Sub-Adviser, the Fund’s investment objective, strategies and policies, or the duties of the Sub-Adviser regarding the Fund (as an investment subdescribed in this agreement) that has been reviewed and agreed upon by the Sub-adviser with respect Adviser pursuant to MassMutual’s written request to the Fund) has been duly authorized and approved by all necessary and appropriate action on the part of MassMutual, MassMutual’s Board of Directors, the Fund, the Trust of which it is a series, the Trust’s Trustees (including without limitation a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”)), and, Sub-Adviser to the extent necessary, the shareholders of the Fundreview such disclosure. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.