Common use of Standard of Care and Indemnification Clause in Contracts

Standard of Care and Indemnification. The Transfer Agent shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to: (a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, reckless disregard or willful misconduct; (b) The lack of good faith, negligence or willful misconduct of the Trust; (c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust shall not be responsible for, and the Transfer Agent shall indemnify and hold the Trust, its Board, officers, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expense.

Standard of Care and Indemnification. (a) The Transfer Agent Administrator shall not be responsible forobligated to exercise reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing the Trust shall services provided for under this Agreement. (b) The Fund agrees to indemnify and hold the Transfer Agent harmless Administrator, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Administrator Indemnified Parties”) from and against, against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Administrator Indemnified Party or for which any Administrator Indemnified Party may be held liable (including the defense of any law suit in which the Transfer Agent or affiliate is a named partyan “Administrator Claim”), payments, expenses and liability arising out of or attributable toany of the following: (ai) All actions the Fund’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (ii) the Transfer Agent Fund’s refusal or its agents or subcontractors required failure to be taken pursuant to comply with the terms of this Agreement, provided that such actions are taken in good faith and without negligence, reckless disregard or willful misconducta breach of any representation or warranty of the Fund made herein; (biii) The lack Administrator’s reliance on, implementation of, or use of good faithOral or Written Instructions, negligence communications, data, documents or willful misconduct information (without investigation or verification) received by Administrator from an officer or representative of the TrustFund or any past or current service provider (not including Administrator); (civ) The reliance uponthe legality of the issue or sale of any interests, and any subsequent use the sufficiency of or action taken or omitted, by the Transfer Agentamount received therefore, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf authority of the Trust; (ii) any instructions Fund, as the case may be, to have requested such sale or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or personsissuance; (dv) The the legality of the declaration of any dividend by the Fund, or the legality of the issue of any interests in payment of any dividend; (vi) the legality of any recapitalization or readjustment of interests; (vii) Administrator’s acting upon Oral or Written Instructions relating to the subscription or tender of interests received by Administrator in accordance with procedures established by Administrator and the Fund; (viii) the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of interests unless the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the subscription or tender of Interests shall be presumed not to have been the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or negligence; and (ix) the offer or sale of Shares interests in violation of federal or state any requirement under the securities laws or regulations requiring of any state that such Shares interests be registered qualified for sale in such state or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;interests in such state. (ec) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust shall not be responsible for, and the Transfer Agent shall Administrator agrees to indemnify and hold harmless the TrustFund, its Boardemployees, agents, officers, employees directors, shareholders, affiliates and agentsnominees (collectively, harmless “Fund Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel feesfees and other expenses of every nature and character which may be asserted against or incurred by any Fund Indemnified Party or for which any Fund Indemnified Party may be held liable (an “Fund Claim”), payments, expenses and liability arising directly out of or attributable in any way relating to any action or failure of the Transfer Agent to act as a result of following: (i) the Transfer AgentAdministrator’s lack of good willful misfeasance, bad faith, negligence or willful misconduct in the performance of its services hereunder duties or from reckless disregard by it of its obligations and duties hereunder; or (ii) the Administrator’s refusal or failure to comply with the terms of this Agreement, or the Administrator’s breach of any representation or warranty set forth in Section 2 aboveof the Administrator made herein; (d) An Indemnified Party will notify the indemnifying party promptly after identifying any situation which it believes presents or appears likely to present a claim for which the indemnifying party may be required to indemnify or hold the Indemnified Parties harmless hereunder. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claimsuch event, the indemnifying party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with defend the Transfer Agent Indemnified Parties against any claim, and, in the event that the indemnifying party so elects, such defense of such claim or to defend against said claim shall be conducted by counsel chosen by the indemnifying party and approved by the Indemnified Parties in its own name or that of the Transfer Agenttheir reasonable discretion. The party seeking indemnification Indemnified Parties shall in no case not confess any claim or make any compromise in any case in which the other indemnifying party may will be required asked to indemnify it provide indemnification, except with the indemnifying party’s prior written consent, which consent . (e) The obligations of the parties under Section 6 shall not be unreasonably withheld. Notwithstanding indefinitely survive the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expensetermination of this Agreement.

Standard of Care and Indemnification. (a) The Transfer Agent Sub-Adviser shall exercise its best judgment in rendering the services provided by it under this Agreement; provided, however that the Sub-Adviser, including its officers, directors, employees and agents, shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent harmless from and against, subject to any and all losses, damages, costs, charges, reasonable counsel fees (including the defense liability under this Agreement for any error of judgment or any law suit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability loss arising out of any investment or attributable to: (a) All actions other act or omission in the course of, connected with, or arising out of the Transfer Agent or its agents or subcontractors required any service to be taken pursuant to rendered under this Agreement, provided that such actions are taken except by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith faith, and without negligence, reckless disregard therefore nothing herein shall in any way constitute a waiver or willful misconduct;limitation of any rights which the Adviser may have under U.S. securities laws. (b) The lack Adviser, including its officers, directors, employees and agents, shall not be subject to any liability under this Agreement for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance or non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, negligence and therefore nothing herein shall in any way constitute a waiver or willful misconduct limitation of any rights which the Trust;Sub-Adviser may have under U.S. securities laws. (c) The reliance uponSub-Adviser shall indemnify and hold harmless the Adviser, including its officers, directors, employees and agents, from and against any subsequent use and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) to the extent caused by or otherwise directly related to the Sub-Adviser’s willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or action taken the loss, liability or omitted, damage experienced by the Transfer AgentAdviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or gross negligence, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by to the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any reckless disregard of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent duties under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;Agreement. (d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust shall not be responsible for, and the Transfer Agent Adviser shall indemnify and hold harmless the TrustSub-Adviser, including its Boardofficers, officersdirectors, employees and agents, harmless from and against any and all claims, losses, damagesliabilities or damages (including reasonable attorney’s fees and other related expenses) to the extent caused by or otherwise directly related to the Adviser’s willful misfeasance, costsbad faith or gross negligence, chargesor to the reckless disregard of its duties under this Agreement; provided, reasonable counsel feeshowever, paymentsthat the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, expenses and or the loss, liability arising or damage experienced by the Sub-Adviser, is caused by or is otherwise directly out related to the Sub-Adviser’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of or attributable to any action or failure its duties under this Agreement. (e) Without limiting the generality of the Transfer Agent to act as a result of foregoing, neither the Transfer Agent’s lack of good faithAdviser nor the Sub-Adviser will be liable for any indirect, negligence special, incidental or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expenseconsequential damages.

Standard of Care and Indemnification. 14.1 The Transfer Agent Bank shall not be held to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, and shall be responsible forfor its negligence, willful misfeasance, bad faith and reckless disregard of its duties hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank or any of its officers, directors, employees or agents (collectively, the "Indemnified Parties") be liable to the Company, any Fund or any third party, and the Trust Company and each Fund shall indemnify and hold the Transfer Agent Bank and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including legal fees, (a "Claim") arising as a result of any act or omission of the Bank or any Indemnified Party under this Agreement, except for any Claim resulting solely from the negligence, willful misfeasance, bad faith or reckless disregard of the Bank or any Indemnified Party. Without limiting the foregoing, and provided that the above-referenced standard of care has been met, neither the Bank nor the Indemnified Parties shall be liable for, and the Bank and the Indemnified Parties shall be indemnified against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit in which the Transfer Agent or affiliate is Claim arising as a named party), payments, expenses and liability arising out of or attributable toresult of: (a) All Any actions of taken or omitted to be taken by the Transfer Agent Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligencein reliance on, reckless disregard or willful misconduct; (b) The lack of good faith, negligence or willful misconduct of the Trust; (c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, Bank or its agents or subcontractors on: of, information, records and documents which (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent Bank or its agents or subcontractors and furnished to such party by machine readable inputor on behalf of the Fund(s), facsimile, CRT data entry, electronic instructions or other similar means authorized (ii) have been prepared and/or maintained by the Trust, and which have been prepared, maintained or performed by the Trust Fund(s) or any other person or firm on behalf of the TrustFund(s), or (iii) were received by the Bank or its agents or subcontractors from a prior transfer agent. (b) Any action taken or omitted to be taken by the Bank in good faith reliance upon any law, act, regulation (a "Regulation") or interpretation of a Regulation even though such Regulation may thereafter have been altered, changed, amended or repealed. (c) The Fund(s)' refusal or failure to comply with the terms of this Agreement, or which arise out of the Funds' lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund(s) hereunder. (d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests, whether written or oral, of the Fund(s). (e) The offer or sale of Shares by the Company in violation of (i) any requirement under the federal securities laws or regulations; (ii) any instructions requirement under the securities laws or requests regulations of the Trust any state; or any of its officers; (iii) any instructions stop order or opinions other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares. 14.2 At any time the Bank may apply to any officer of the Company for instructions, and may consult with legal counsel to of the Trust Company with respect to any matter arising in connection with the services to be performed by the Transfer Agent Bank under this Agreement which are provided to Agreement, and the Transfer Agent after consultation with Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Company for any good faith action taken or omitted by it in reliance upon such legal counsel; instructions or (iv) upon the opinion of such counsel except for a knowing violation of law. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or documentdocument furnished by or on behalf of the Fund(s), reasonably believed to be genuine, authentic, or genuine and to have been signed by the proper person or persons; (d) The offer , or sale of Shares in violation of federal upon any instruction, information, data, records or state securities laws documents provided to the Bank or regulations requiring that such Shares be registered its agents or in violation of any stop order subcontractors by machine readable input, telex, CRT data entry or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained similar means authorized by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust Fund(s), and the Bank, its agents and subcontractors shall not be responsible forheld to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund(s). The Bank, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of an officer of the Company, and one proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. 14.3 In the Transfer Agent event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall indemnify and hold not be liable to the Trustother for any damages resulting from such failure to perform or otherwise from such causes. 14.4 Neither party to this Agreement shall be liable to the other party for special, its Board, officers, employees and agents, harmless from and against any losses, incidental or consequential damages, costseven if the other party has been advised of the possibility of such damages, charges, reasonable counsel fees, payments, expenses and liability arising directly out under any provision of this Agreement or attributable to for any action act or failure of the Transfer Agent to act hereunder as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. contemplated by this Agreement. 14.5 In order that the indemnification provisions contained in this Section 11 Article 14 shall apply, upon the assertion of an indemnification claima claim for which either party may be required to indemnify the other, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust party seeking indemnification shall have give the option indemnifying party full and complete authority, information and assistance to participate with defend such claim or proceeding, and the Transfer Agent in indemnifying party shall have, at its option, sole control of the defense of such claim or to defend against said claim in proceeding and all negotiations for its own name compromise or that of the Transfer Agentsettlement. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying other party’s 's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expense.

Standard of Care and Indemnification. The Transfer Agent shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to: (a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, reckless disregard or willful misconduct; (b) The lack of good faith, negligence or willful misconduct of the Trust; (c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust shall not be responsible for, and the Transfer Agent shall indemnify and hold the Trust, its Board, officers, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expense.other

Standard of Care and Indemnification. The Transfer Agent (a) Provided that nothing herein shall be deemed to protect the Sub-Adviser from acts or omissions in breach of this Sub-Advisory Agreement or from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Sub-Advisory Agreement, the Sub-Adviser shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent harmless from and against, liable for any and all losses, damages, costs, charges, reasonable counsel fees (including the defense loss sustained by reason of any law suit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to: (a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, reckless disregard errors or willful misconduct;omissions in connection with any matters to which this Sub-Advisory Agreement relates. (b) The lack Sub-Adviser agrees to indemnify and hold harmless MassMutual, the Fund and any of good its or their controlling persons or any shareholders, partners, directors, officers and/or employees of any of them against any loss, claim, damage, charge, liability or expense (including, without limitation, reasonable attorneys' and accountants' fees) to which such persons may become subject, insofar as such loss, claim, damage, charge, liability or expense arises out of or is based upon any demands, claims, liabilities, expenses, lawsuits, actions or proceedings relating to this Sub-Advisory Agreement or to the advisory services for the account of the Fund provided by the Sub-Adviser, provided that the loss, claim, damage, liability, cost or expense arose out of an act or omission of the Sub-Adviser or its officers, directors, employees, agents or controlling persons constituting willful misfeasance, bad faith, negligence or gross negligence, fraud, willful misconduct or a breach of the Trust;this Sub-Advisory Agreement. (c) The reliance upon, MassMutual agrees to indemnify and any subsequent use of or action taken or omitted, by hold harmless the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, Sub-Adviser and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its controlling persons, shareholders, partners, directors, officers and/or employees of any of them against any loss, claim, settlement, damage, charge, liability or expense (including, without limitation, reasonable attorneys' and accountants' fees) to which such persons may become subject, insofar as such loss, claim, settlement, damage, charge, liability or expense arises out of or is based upon any demands, claims, liabilities, expenses, lawsuits, actions or proceedings relating to this Sub-Advisory Agreement, the advisory services for the account of the Fund provided by the Sub-Adviser, the operation of the Fund or the contents of the Disclosure Documents, provided that the loss, claim, damage, liability, cost or expense arose out of an act or omission of MassMutual or the Fund or its partners, officers, directors, employees, agents or controlling persons constituting willful misfeasance, bad faith, gross negligence, fraud, willful misconduct or a breach of this Sub-Advisory Agreement. (d) Promptly after receipt by an indemnified party under this Section 11 of notice of any claim or dispute or commencement of any action or litigation, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 11, notify the indemnifying party of the commencement thereof; (iii) but the omission to notify the indemnifying party will not relieve it from any instructions or opinions of legal counsel liability which it may have to any indemnified party otherwise than under this Section 11 except to the Trust extent, if any, that such failure or delay prejudiced the other party in defending against the claim. In case any such claim, dispute, action or litigation is brought or asserted against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with respect counsel of its choice, following notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof; in which event, the indemnifying party will not be liable to such indemnified party under this Section 11 for any matter arising legal or other expenses subsequently incurred by such indemnified party in connection with the services defense thereof, but shall continue to be performed by the Transfer Agent under this Agreement which are provided liable to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (d) The offer or sale of Shares indemnified party in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or all other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty respects as heretofore set forth in this Section 3 above11. The Trust shall not be responsible forNotwithstanding any other provisions of this Section 11, and the Transfer Agent shall indemnify and hold the Trustif, its Boardin any claim, officersdispute, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent litigation as to act as a result of the Transfer Agent’s lack of good faith, negligence which indemnity is or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to indemnify it except with the interests of the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at indemnified party may retain its own expensecounsel of its choice in connection with such claim, dispute, action or litigation and shall continue to be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim, dispute, action or litigation.

Standard of Care and Indemnification. A. Standard of Care With regard to Sections One, Two and Three and with respect to its performance as Fund Administrator, the Company shall be held to a standard of reasonable care in carrying out its responsibilities under this Contract. The Transfer Agent Company shall be entitled to rely on and may act upon advice of counsel for the Trust, Adviser or other party contracted by or approved by the Trust on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith. B. Indemnification by Trust The Company shall not be responsible for, and the Trust and/or Fund shall indemnify and hold the Transfer Agent Company, including its officers, directors, shareholders and their agents, employees and affiliates, harmless from and against, against any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit and amounts reasonably paid in which the Transfer Agent or affiliate is a named partysettlement), payments, expenses and liability liabilities arising out of or attributable to: (a1) All actions The acts or omissions of an Adviser or other party contracted by or approved by the Transfer Agent Trust, (2) The reasonable reliance on or use by the Company or its agents or subcontractors required of information, records and documents in proper form which (a) are received by the Company or its agents or subcontractors and furnished to be taken pursuant to this Agreementit by or on behalf of the Trust, provided that such actions are taken in good faith its Shareholders or investors regarding the purchase, redemption or transfer of Shares and without negligence, reckless disregard or willful misconductShareholder account information; (b) The lack are received by the Company or its agents or subcontractors from an Adviser or other third parties contracted by or approved by the Trust for use in the performance of good faith, negligence or willful misconduct of the Trustservices under this Agreement; (c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, prepared and/or maintained or performed by the Trust or its affiliates or any other person or firm on behalf of the Trust; . (ii3) any instructions The reasonable reliance on, or requests the carrying out by the Company or its agents or subcontractors of, Proper Instructions of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to Trust. Provided, however, that the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust Company shall not be responsible forprotected by this Article 16 from liability for any act or omission resulting from the Company’s willful misfeasance, and the Transfer Agent shall indemnify and hold the Trust, its Board, officers, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good bad faith, negligence or willful misconduct in the performance reckless disregard of its services hereunder duties or failure to meet the breach standard of any representation or warranty care set forth in Section 2 above. In order that the indemnification provisions contained above in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expenseArticle 16.

Standard of Care and Indemnification. The Transfer Agent 6.01 Indemnification of MSS MSS shall not be responsible for, and the Trust Corporation shall (on behalf of each applicable Fund) indemnify and hold the Transfer Agent MSS harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit in which the Transfer Agent or affiliate is a named party)fees, payments, expenses and liability arising out of or attributable to: (a) 6.01.1 All actions of the Transfer Agent MSS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, reckless disregard negligence or willful misconduct;. (b) 6.01.2 The Corporation’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Corporation’s lack of good faith, negligence or willful misconduct or which arise out of the Trust;breach of any representation or warranty of the Corporation hereunder. (c) 6.01.3 The reliance upon, and any subsequent on or use of or action taken or omitted, by the Transfer Agent, MSS or its agents or subcontractors on: of information, records and documents which (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent MSS or its agents or subcontractors and furnished to it by machine readable inputor on behalf of the Corporation, facsimile, CRT data entry, electronic instructions or other similar means authorized and (ii) have been prepared and/or maintained by the Trust, and which have been prepared, maintained or performed by the Trust Corporation or any other person or firm on behalf of the Trust; (ii) Corporation, provided that such reliance or use is not, to the knowledge of MSS or its employees, in violation of applicable federal or state laws or regulations and provided further that such reliance or use is taken without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. 6.01.4 The reliance on, or the carrying out by MSS or its agents or subcontractors of, any properly delivered instructions or requests of the Trust Corporation, that such reliance or any carrying out is not, to the knowledge of MSS or its employees, in violation of applicable federal or state laws or regulations and provided further that such reliance or use is taken without negligence, bad faith, willful misconduct or reckless disregard of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;duties hereunder. (d) 6.01.5 The offer or sale of Shares in violation of any requirement under the federal or state securities laws or regulations requiring or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares;Shares in such state. (e) The processing 6.02 Indemnification of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust shall not be responsible for, and the Transfer Agent Corporation MSS shall indemnify and hold the Trust, its Board, officers, employees Corporation and agents, each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action MSS’ refusal or failure to comply with the terms of the Transfer Agent to act as a result this Agreement or which arise out of the Transfer AgentMSS’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder or the breach of any representation or warranty set forth in Section 2 above. In order that the indemnification provisions contained in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate MSS’s performance under or in connection with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expensethis Agreement.

Standard of Care and Indemnification. A. Standard of Care With regard to Sections One, Two and Three and with respect to its performance as Fund Administrator, the Company shall be held to a standard of reasonable care in carrying out its responsibilities under this Contract. The Transfer Agent Company shall be entitled to rely on and may act upon advice of counsel for the Trust, Adviser or other party contracted by or approved by the Trust on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith. B. Indemnification by Trust The Company shall not be responsible for, for and the Trust and/or Fund shall indemnify and hold the Transfer Agent Company, including its officers, directors, shareholders and their agents, employees and affiliates, harmless from and against, against any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit and amounts reasonably paid in which the Transfer Agent or affiliate is a named partysettlement), payments, expenses and liability liabilities arising out of or attributable to: (a1) All actions The acts or omissions of an Adviser or other party contracted by or approved by the Transfer Agent Trust, (2) The reasonable reliance on or use by the Company or its agents or subcontractors required of information, records and documents in proper form which (a) are received by the Company or its agents or subcontractors and furnished to be taken pursuant to this Agreementit by or on behalf of the Trust, provided that such actions are taken in good faith its Shareholders or investors regarding the purchase, redemption or transfer of Shares and without negligence, reckless disregard or willful misconductShareholder account information; (b) The lack of good faith, negligence are received by the Company from independent pricing services or willful misconduct sources for use in valuing the assets of the Trust;Funds; or (c) The reliance upon, and any subsequent use of or action taken or omitted, are received by the Transfer Agent, Company or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions from an Adviser or other similar means authorized third parties contracted by the Trust, and which have been prepared, maintained or performed approved by the Trust for use in the performance of services under this Agreement; (d) have been prepared and/or maintained by the Trust or its affiliates or any other person or firm on behalf of the Trust; . (ii3) any instructions The reasonable reliance on, or requests the carrying out by the Company or its agents or subcontractors of, Proper Instructions of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;Fund. (d4) The offer or sale of Shares in material violation of any requirement under the federal or state securities laws or regulations requiring or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wiresShares in such state. Provided, including without limitation for deposit into however, that the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust Company shall not be responsible forprotected by this Article 18 from liability for any act or omission resulting from the Company's willful misfeasance, and the Transfer Agent shall indemnify and hold the Trust, its Board, officers, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good bad faith, negligence or willful misconduct in the performance reckless disregard of its services hereunder duties or failure to meet the breach standard of any representation or warranty care set forth in Section 2 above. In order that the indemnification provisions contained above in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expenseArticle 18.

Standard of Care and Indemnification. A. Standard of Care With regard to Sections One, Two and Three and with respect to its performance as Fund Administrator, the Company shall be held to a standard of reasonable care in carrying out its responsibilities under this Contract. The Transfer Agent Company shall be entitled to rely on and may act upon advice of counsel for the Fund, Adviser or other party contracted by or approved by the Fund on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith. B. Indemnification by the Fund The Company shall not be responsible for, and the Trust Fund shall indemnify and hold the Transfer Agent Company, including its officers, directors, shareholders and their agents, employees and affiliates, harmless from and against, against any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any law suit and amounts reasonably paid in which the Transfer Agent or affiliate is a named partysettlement), payments, expenses and liability liabilities arising out of or attributable to: (a1) All actions The acts or omissions of an Adviser or other party contracted by or approved by the Transfer Agent Fund, (2) The reasonable reliance on or use by the Company or its agents or subcontractors required of information, records and documents in proper form which (a) are received by the Company or its agents or subcontractors and furnished to be taken pursuant to this Agreementit by or on behalf of the Fund, provided that such actions are taken in good faith its Shareholders or investors regarding the purchase, redemption or transfer of Shares and without negligence, reckless disregard or willful misconductShareholder account information; (b) The lack are received by the Company or its agents or subcontractors from an Adviser or other third parties contracted by or approved by the Fund for use in the performance of good faith, negligence or willful misconduct of the Trustservices under this Agreement; (c) The reliance upon, and any subsequent use of or action taken or omitted, have been prepared and/or maintained by the Transfer Agent, Fund or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust affiliates or any other person or firm on behalf of the Trust; Fund. (ii3) any instructions The reasonable reliance on, or requests the carrying out by the Company or its agents or subcontractors of, Proper Instructions of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel to Fund. Provided, however, that the Trust with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; (e) The processing of any checks or wires, including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent; or (f) The breach of any representation or warranty set forth in Section 3 above. The Trust Company shall not be responsible forprotected by this Article 16 from liability for any act or omission resulting from the Company's willful misfeasance, and the Transfer Agent shall indemnify and hold the Trust, its Board, officers, employees and agents, harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good bad faith, negligence or willful misconduct in the performance reckless disregard of its services hereunder duties or failure to meet the breach standard of any representation or warranty care set forth in Section 2 above. In order that the indemnification provisions contained above in this Section 11 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or that of the Transfer Agent. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying party’s written consent, which consent shall not be unreasonably withheld. Notwithstanding the above, the Transfer Agent reserves the right to reprocess and correct administrative errors at its own expenseArticle 16.