Common use of Representations and Warranties of the Sub-Adviser Clause in Contracts

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) It is registered as an “investment advisor” under the Investment Advisers Act of 1940 (“Advisers Act”). (b) It will maintain the records and information required by Rule 31a-1 under the 1940 Act respecting its activities with respect to the Series, and such other records with respect thereto relating to the services the Subadviser provides under this Agreement as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the 1940 Act. (c) It has a written code of ethics complying with the requirements of Rule 17j-l under the Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Advisor that the Subadviser has complied with the requirements of Rule 17j-l during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit the Fund and Advisor to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under 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, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), 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 the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the Sub-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. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services in this Agreement. f. will promptly notify Adviser of the Subadviser provides under this Agreement occurrence of any event that would disqualify it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under an investment advisor to an investment company pursuant to Section 9(a) of the 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 days of Promptly following the end of each calendar quarter while year during which this Agreement is remains in effect, a duly authorized compliance officer of the Subadviser Sub-Adviser shall certify to Adviser or the Fund Trust that Sub-Adviser either (i) it and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the Advisor that the Subadviser 1000 Xxx) has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation material violations of its Sub-Adviser’s code of ethicsethics with respect to the Funds, or (ii) identify any material violations which have occurred with respect to the Code Funds. Upon reasonable written request of EthicsAdviser or the Trust, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(1) and regulatory licensesother records evidencing enforcement of the code of ethics. h. Will promptly notify the Adviser of any changes of control of the Sub-Adviser, registrations and approvals provided that, to the extent required by law as may be necessary to perform its obligations under 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 ActAct and interpretations thereunder, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), 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 the Sub-Adviser or will notify the Adviser promptly in the event of any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any membership of the Sub-Adviser’s assets or (iii) materially impair partnership, and any changes in the composition of the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the Sub-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 rulesInvestment Committee. (h) All references in the Disclosure Documents concerning the Sub-Adviser i. will seek to maintain errors and its affiliates and the controlling personsomissions or professional liability insurance coverage equal to not less than $5,000,000, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of provided that such insurance can obtained at a material fact or omit to state a material fact necessary in order to make such information not misleadingcommercially reasonable rate. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) It that it is duly registered as an “investment advisor” adviser under the Investment Advisers Act of 1940 (“Advisers Act”)) and will continue to be so registered for so long as this Agreement remains in effect; is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; has the authority to enter into and perform the services contemplated by this Agreement; and will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from performing pursuant to this Agreement. (b) It will maintain the records The Sub-Adviser represents that it has adopted and information maintains a written code of ethics as required by Rule 31a-1 under the 1940 Act respecting its activities with respect to the Series, and such other records with respect thereto relating to the services the Subadviser provides under this Agreement as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 17j-1 under the 1940 Act, policies and procedures regarding the detection and prevention of the misuse of material, non-public information by the Sub-Adviser and its employees and policies and procedures that are reasonably designed to prevent a violation of the federal securities laws as defined in Rule 38a-1 under the 1940 Act, and the Sub-Adviser will provide such code of ethics and policies and procedures, including any amendments thereto, to the Adviser. (c) It The Sub-Adviser has a written code of ethics complying provided the Adviser with the requirements of Rule 17j-l under the Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Advisor that the Subadviser has complied with the requirements of Rule 17j-l during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit the Fund and Advisor to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with and agrees to provide to the Securities and Exchange CommissionAdviser any amendments thereto. (fd) The Sub-Adviser represents that it has obtained read and understands the Trust’s registration statement and warrants that it will use all required governmental reasonable efforts to adhere to the investment objective(s), policies, strategies and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under 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, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementrestrictions contained therein when investing a Fund’s assets. (ge) Except as described The Adviser shall provide and the Sub-Adviser represents and warrants that it has reviewed any disclosure set forth in Section 6(c), there is no pending, the Fund’s regulatory documents 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 sales literature about the Sub-Adviser or any of its principals or affiliates is a party, or to which any management of the assets of the Sub-Adviser Fund and such disclosure is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; accurate and the Sub-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. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do does not contain any untrue statement of material fact or any omission of a material fact or omit to state a material fact necessary in order which is required to make such information the statement contained therein not misleading. (i) Subject . The Sub-Adviser agrees to adequate assurances of confidentialitynotify the Adviser and the Trust if any such disclosure becomes untrue, inaccurate or incomplete in any material respect or the Sub-Adviser has supplied undergoes any reorganization, including a change in its ownership or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual a change of portfolio managers to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the a Fund and who are employees of the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents represents, warrants and warrants to the Fund and MassMutual thatagrees as follows: A. The Sub-Adviser (ai) It is registered as an “investment advisor” adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of 1940 any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (“Advisers Act”). iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (bv) It will maintain promptly notify the records and information required by Rule 31a-1 under Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act respecting its activities with respect to the Series, and such other records with respect thereto relating to the services the Subadviser provides under this Agreement as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the 1940 Actor otherwise. (c) It B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Advisor Investment Adviser and the Trust with a copy of the such code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”)ethics. Within 10 forty-five (45) days of the end of each the last calendar quarter while of each year that this Agreement is in effect, a duly authorized compliance officer of and as otherwise requested, the Subadviser Sub-Adviser shall certify to the Fund Investment Adviser and to the Advisor Trust that the Subadviser Sub-Adviser has complied with the requirements of Rule 17j-l 17j-1 and Rule 204A-1 during the previous calendar quarter year and that there has been no material violation of its the Sub-Adviser’s code of ethicsethics or, or the Code of Ethics, or if such a material violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit Upon the Fund and Advisor to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M written request of the Internal Revenue Code. (e) It will furnish Investment Adviser or the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental and regulatory licensesTrust, registrations and approvals required by law as may be necessary to perform its obligations under 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, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), 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 the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or any external assessments that include descriptions of its principals or affiliates is a partytesting of, or to which any of the assets of the and Sub-Adviser is subjectadviser’s compliance with its, which reasonably might be expected to (i) result in any material adverse change in Code of Ethics, including the Sub-Adviser’s condition Chief Compliance Officer’s (financial or otherwise)“CCO”) annual report required under the Advisers Act. C. Upon written request, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair Adviser shall provide a certification to the Sub-Adviser’s ability Fund to discharge its obligations under this Sub-Advisory Agreement; and the effect that the Sub-Adviser has not received any notice of an investigation adopted and implemented policies and procedures reasonably designed to prevent violation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the controlling personsTrust intend to rely on Rule 17a-10, affiliatesRule 10f-3, stockholdersRule 12d3-1 and Rule 17e-1 under the 1940 Act, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply toagrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other fund of the Trust, or has made (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or will make available for review by, MassMutual (other assets. F. This Agreement is a valid and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and binding Agreement of the Sub-Adviser’s performance results. Notwithstanding , enforceable against it in accordance with the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require terms hereof. G. The Sub-Adviser to breach is registered with the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of CFTC in all capacities, if any, in which the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser is required under the CEA and the CFTC’s regulations to produce such information. The foregoing representations be so registered and warranties shall is registered with the NFA if required to be continuing during the term of this Sub-Advisory Agreementa member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services in this Agreement. f. will promptly notify Adviser of the Subadviser provides under this Agreement occurrence of any event that would disqualify it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under an investment advisor to an investment company pursuant to Section 9(a) of the 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, the president or a duly authorized compliance officer vice president of the Subadviser Sub-Adviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub-Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation material violations of its Sub-Adviser’s code of ethicsethics or, or the Code of Ethics, or if such a material violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(1) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this other records evidencing enforcement of the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAdviser, including without limitation registration as an investment adviser under the Advisers Actany change of its general partners, controlling persons, or 25% shareholders, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during changes in the term key personnel who are either the portfolio manager(s) of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, either Fund or to the best senior management 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 the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or in each case prior to which any of the assets of such change if the Sub-Adviser is subjectaware of such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the not later than promptly after such change. The Sub-Adviser has not received any notice agrees to bear all reasonable expenses of an investigation the Trust and the Adviser, if any, arising out of such change to the extent related to seeking Trust board and shareholder approval each as may be required by the Securities and Exchange Commission law or any state regarding U.S. federal or state securities laws, regulations or rulesregulation as well as reflecting that change in Trust disclosure documents. (h) All references in the Disclosure Documents concerning the Sub-Adviser i. will maintain an appropriate level of errors and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do omissions or professional liability insurance coverage equal to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleadingless than $5,000,000. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of Washington with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services the Subadviser provides under in this Agreement as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the 1940 ActAgreement. (cf. will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment advisor to an investment company pursuant to Section 9(a) It of the 1000 Xxx. g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, a duly authorized Sub-Adviser’s compliance officer of the Subadviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub-Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation material violations of its Sub-Adviser’s code of ethicsethics or, or the Code of Ethics, or if such a violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(2)(ii) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by other records evidencing enforcement of the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term code of this Sub-Advisory Agreementethics. (gh. will notify the Adviser of any changes in the portfolio manager(s) Except as described in Section 6(c), 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 the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of Fund prior to such change if the Sub-Adviser is subjectaware of such change and is not prevented by applicable law and related regulations from disclosing such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the Sub-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 ruleslater than promptly after such change. (h) All references in the Disclosure Documents concerning the Sub-Adviser i. will maintain an appropriate level of errors and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do omissions or professional liability insurance coverage equal to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleadingless than $5,000,000. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of [ ] with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services in this Agreement. f. will promptly notify Adviser of the Subadviser provides under this Agreement occurrence of any event that would disqualify it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under an investment advisor to an investment company pursuant to Section 9(a) of the 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, the president or a duly authorized compliance officer vice president of the Subadviser Sub-Adviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub-Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation violations of its Sub-Adviser’s code of ethicsethics or, or the Code of Ethics, or if such a violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(1) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this other records evidencing enforcement of the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAdviser, including without limitation registration as an investment adviser under the Advisers Actany change of its general partners, controlling persons, or 25% shareholders, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during changes in the term key personnel who are either the portfolio manager(s) of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, the Fund or to the best senior management 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 the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or in each case prior to which any of the assets of such change if the Sub-Adviser is subjectaware of such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the not later than promptly after such change. The Sub-Adviser has not received any notice agrees to bear all reasonable expenses of an investigation by the Securities Trust and Exchange Commission or any state regarding U.S. federal or state securities lawsthe Adviser, regulations or rulesif any, arising out of such change. (h) All references in the Disclosure Documents concerning the Sub-Adviser i. will maintain an appropriate level of errors and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact omissions or omit to state a material fact necessary in order to make such information not misleadingprofessional liability insurance coverage. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of [ ] with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services the Subadviser provides under in this Agreement Agreement. it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the an investment advisor to an investment company pursuant to Section 9(a) ofthe 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, the president or a duly authorized compliance officer vice president of the Subadviser Sub-Adviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation violations of its Sub-Adviser's code of ethicsethics or, or the Code of Ethics, or if such a violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(l) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this other records evidencing enforcement of the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAdviser, including without limitation registration as an investment adviser under the Advisers Actany change of its general partners, controlling persons, or 25% shareholders, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during changes in the term key personnel who are either the portfolio manager(s) of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, the Fund or to the best senior management 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 the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or in each case prior to which any of the assets of such change if the Sub-Adviser is subjectaware of such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the not later than promptly after such change. The Sub-Adviser has not received any notice agrees to bear all reasonable expenses of an investigation by the Securities Trust and Exchange Commission or any state regarding U.S. federal or state securities lawsthe Adviser, regulations or rulesif any, arising out of such change. (h) All references in the Disclosure Documents concerning the Sub-Adviser i. will maintain an appropriate level of errors and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact omissions or omit to state a material fact necessary in order to make such information not misleadingprofessional liability insurance coverage. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of Illinois with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services in this Agreement. f. will promptly notify Adviser of the Subadviser provides under this Agreement occurrence of any event that would disqualify it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under an investment advisor to an investment company pursuant to Section 9(a) of the 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, the president or a duly authorized compliance officer vice president of the Subadviser Sub-Adviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub-Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation violations of its Sub-Adviser’s code of ethicsethics or, or the Code of Ethics, or if such a violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(1) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this other records evidencing enforcement of the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAdviser, including without limitation registration as an investment adviser under the Advisers Actany change of its general partners, controlling persons, or 25% shareholders, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during changes in the term key personnel who are either the portfolio manager(s) of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, the Fund or to the best senior management 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 the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or in each case prior to which any of the assets of such change if the Sub-Adviser is subjectaware of such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the not later than promptly after such change. The Sub-Adviser has not received any notice agrees to bear all reasonable expenses of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates Trust and the controlling personsAdviser, affiliatesif any, stockholders, directors, officers and employees arising out of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating change to the Fund extent related to seeking Trust board and the Sub-Adviser’s performance results. Notwithstanding the foregoing shareholder approval each as may be required by law or any other provision herein, no provision regulation as well as reflecting that change in Trust disclosure documents.. i. will maintain an appropriate level of this Sub-Advisory Agreement shall require Sub-Adviser errors and omissions or professional liability insurance coverage equal to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreementless than $5,000,000.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to that the Fund and MassMutual thatSub-Adviser: (a) It a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an “investment advisor” adviser. b. is duly organized and validly existing under the Investment Advisers Act laws of 1940 (“Advisers Act”)the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted. (b) It will maintain c. has the records authority to enter into and information required perform the services contemplated by Rule 31a-1 under this Agreement. d. is not prohibited by the 1940 Act respecting its activities with respect to or the SeriesAdvisers Act from performing the services contemplated by this Agreement. e. has met, and such will continue to seek to meet for the duration of this Agreement, any other records with respect thereto relating applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services the Subadviser provides under in this Agreement Agreement. it from serving as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the an investment advisor to an investment company pursuant to Section 9(a) ofthe 1940 Act. (c) It g. has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide Adviser and the Advisor Trust with a copy of the code of ethics and that code, together with evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 20 days of the end of each calendar quarter while during which this Agreement is remains in effect, the president or a duly authorized compliance officer vice president of the Subadviser Sub-Adviser shall certify to Adviser or the Fund and to the Advisor Trust that the Subadviser Sub Adviser has complied with the requirements of Rule 17j-l 17j-1 during the previous calendar quarter and that there has have been no violation violations of its Sub-Adviser's code of ethicsethics or, or the Code of Ethics, or if such a violation has occurred, that appropriate action was has been taken in response to such violation. The Subadviser Upon written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Fund and Advisor Trust to examine the reports repmis (or summaries of the reports) required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental by Rule 17j-1(c)(1) and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this other records evidencing enforcement of the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure DocumentsAdviser, including without limitation registration as an investment adviser under the Advisers Actany change of its general partners, controlling persons, or 25% shareholders, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during changes in the term key personnel who are either the portfolio manager(s) of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, the Fund or to the best senior management 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 the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or in each case prior to which any of the assets of such change if the Sub-Adviser is subjectaware of such change, which reasonably might be expected to (i) result but, in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)event, business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the not later than promptly after such change. The Sub-Adviser has not received any notice agrees to bear all reasonable expenses of an investigation by the Securities Trust and Exchange Commission or any state regarding U.S. federal or state securities lawsthe Adviser, regulations or rulesif any, arising out of such change. (h) All references in the Disclosure Documents concerning the Sub-Adviser 1. will maintain an appropriate level of errors and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact omissions or omit to state a material fact necessary in order to make such information not misleadingprofessional liability msurance coverage. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Adviser and the Fund as follows: (i) the Sub-Adviser is a limited liability company duly organized and MassMutual that: in good standing under the laws of the State of Illinois and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (aii) It the Sub-Adviser is registered as an “investment advisor” adviser with the SEC under the Investment Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; (iii) the Sub-Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iv) the Sub-Adviser has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of 1940 any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (“Advisers Act”). v) the Sub-Adviser has the power and authority to enter into and perform its obligations under this Agreement; (bvi) It the Sub-Adviser will maintain promptly notify the records and information required by Rule 31a-1 under Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as the investment adviser or sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Act respecting its activities with respect to or otherwise; (vii) the Series, and such other records with respect thereto relating to the services the Subadviser provides under this Agreement as may be required in future by applicable SEC rules, and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the 1940 Act. (c) It Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-l 17j-1 under the 1940 Act and will provide the Advisor Adviser with a copy of the code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Advisor that the Subadviser has complied with the requirements of Rule 17j-l during the previous calendar quarter and that there has been no violation of its such code of ethics, or ; and (viii) the Code of Ethics, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit the Fund and Advisor to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by will promptly notify the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, as applicable, and will maintain, obtain and/or renew Adviser if it is served or otherwise receives notice of any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, or to the best of its knowledge, threatened or contemplated action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, governmentalpublic board or body, administrative or self-regulatory body or arbitration panel to which involving the Sub-Adviser or any of its principals or affiliates is a party, or to which any affairs of the assets of Fund or otherwise affecting the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement; and the Sub-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. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (i) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements and workpapers reasonably requested by it relating to the Fund and the Sub-Adviser’s performance results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.