Common use of Sub-Advisory Agreements Clause in Contracts

Sub-Advisory Agreements. The Adviser may enter into sub-advisory agreements with persons (“Sub-Advisers”) pursuant to which the Adviser delegates any or all of its functions hereunder to one or more Sub-Advisers provided that a majority of the Trust’s Board of Trustees, that are not interested persons of the Trust or the Adviser; approve the agreement and provided further, that, to the extent required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, a majority of the outstanding voting shares of the Fund must also approve the agreement. The Adviser shall pay all compensation of any such Sub-Advisers and will have the right to terminate the services of any Sub-Adviser at any time on no more than 60 days’ notice, subject to the approval of the Board of Trustees, and thereupon shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. 3. Administrative Services to be Provided and Expenses to be Assumed by the Adviser. Until the termination of the employment of the Adviser as investment manager for the Fund, the Adviser will provide, or provide for, all services required for the administration of the Trust and the Fund. The Trust (or the Fund) shall bear its own expenses, with the following exceptions: the Adviser shall bear all fund accounting and other administrative service expenses, all investment management expenses, and all distribution expenses of the Fund. 4. Compensation to be Paid by the Fund to the Adviser. For the services rendered hereunder, the Fund shall pay to the Adviser as of the last day of each calendar quarter a fee at the annual rate of 1.05% on the first $200 million of assets; 1.00% on the next $200 million of assets; and .95% on assets in excess of $400 million, determined as of 4:00 p.m. Eastern Time (or at such other time as the Board of Trustees may establish) on each day the Exchange is open for trading.

Sub-Advisory Agreements. The Adviser may enter into sub-advisory agreements with persons (“Sub-Advisers”) pursuant to which the Adviser delegates any or all of its functions hereunder to one or more Sub-Advisers provided that a majority of the Trust’s Board of Trustees, that are not interested persons of the Trust or the Adviser; approve the agreement and provided further, that, to the extent required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, a majority of the outstanding voting shares of the Fund must also approve the agreement. The Adviser shall pay all compensation of any such Sub-Advisers and will have the right to terminate the services of any Sub-Adviser at any time on no more than 60 days’ notice, subject to the approval of the Board of Trustees, and thereupon shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. 3. Administrative Services to be Provided and Expenses to be Assumed by the Adviser. Until the termination of the employment of the Adviser as investment manager for the Fund, the Adviser will provide, or provide for, all services required for the administration of the Trust and the Fund. The Trust (or the Fund) shall bear its own expenses, with the following exceptions: the Adviser shall bear all fund accounting and other administrative service expenses, all investment management expenses, and all distribution expenses of the Fund. 4. Compensation to be Paid by the Fund to the Adviser. For the services rendered hereunder, the Fund shall pay to the Adviser as of the last day of each calendar quarter a fee at the annual rate of 1.05.80% on the first $200 100 million of assets; 1.00.75% on the next $200 400 million of assets; and .95.70% on assets in excess of $400 million, determined as of 4:00 p.m. Eastern Time (or at such other time as the Board of Trustees may establish) on each day the Exchange is open for trading. 5. Services of the Adviser to the Trust and the Fund Not Exclusive. The services of the Adviser to the Trust and the Fund under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar services to others. 6. Use of Name by the Trust and the Fund. The Trust and the Fund recognize the Adviser’s control of the initials “MML” and agrees that its right to use these initials is non-exclusive and can be terminated by the Adviser at any time. The use of such initials will automatically be terminated if at any time the Adviser or a wholly-owned subsidiary of the Adviser ceases to be investment manager for the Fund. If, at any time, the use of the initials “MML” is terminated, the continuance of this Agreement will be submitted to shareholders of the Fund at a meeting specifically called for that purpose. 7.

Sub-Advisory Agreements. The Adviser may enter into sub-advisory agreements with persons (“Sub-Advisers”) pursuant to which the Adviser delegates any or all of its functions hereunder to one or more Sub-Advisers provided that a majority of the Trust’s Board of Trustees, that are not interested persons of the Trust or the Adviser; approve the agreement and provided further, that, to the extent required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, a majority of the outstanding voting shares of the Fund must also approve the agreement. The Adviser shall pay all compensation of any such Sub-Advisers and will have the right to terminate the services of any Sub-Adviser at any time on no more than 60 days’ notice, subject to the approval of the Board of Trustees, and thereupon shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. 3. Administrative Services to be Provided and Expenses to be Assumed by the Adviser. Until the termination of the employment of the Adviser as investment manager for the Fund, the Adviser will provide, or provide for, all services required for the administration of the Trust and the Fund. The Trust (or the Fund) shall bear its own expenses, with the following exceptions: the Adviser shall bear all fund accounting and other administrative service expenses, all investment management expenses, and all distribution expenses of the Fund. 4. Compensation to be Paid by the Fund to the Adviser. For the services rendered hereunder, the Fund shall pay to the Adviser as of the last day of each calendar quarter a fee at the annual rate of 1.05.45% on the first $200 million of assets; 1.00.44% on the next $200 million of assets; and .95.42% on assets in excess of $400 million, determined as of 4:00 p.m. Eastern Time (or at such other time as the Board of Trustees may establish) on each day the Exchange is open for trading. 5. Services of the Adviser to the Trust and the Fund Not Exclusive. The services of the Adviser to the Trust and the Fund under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar services to others. 6. Use of Name by the Trust and the Fund. The Trust and the Fund recognize the Adviser’s control of the initials “MML” and agrees that its right to use these initials is non-exclusive and can be terminated by the Adviser at any time. The use of such initials will automatically be terminated if at any time the Adviser or a wholly-owned subsidiary of the Adviser ceases to be investment manager for the Fund. If, at any time, the use of the initials “MML” is terminated, the continuance of this Agreement will be submitted to shareholders of the Fund at a meeting specifically called for that purpose. 7.

Sub-Advisory Agreements. The Adviser may enter into sub-advisory agreements with persons (“Sub-Advisers”) pursuant to which the Adviser delegates any or all of its functions hereunder to one or more Sub-Advisers provided that a majority of the Trust’s Board of Trustees, that are not interested persons of the Trust or the Adviser; approve the agreement and provided further, that, to the extent required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, a majority of the outstanding voting shares of the Fund must also approve the agreement. The Adviser shall pay all compensation of any such Sub-Advisers and will have the right to terminate the services of any Sub-Adviser at any time on no more than 60 days’ notice, subject to the approval of the Board of Trustees, and thereupon shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. 3. Administrative Services to be Provided and Expenses to be Assumed by the Adviser. Until the termination of the employment of the Adviser as investment manager for the Fund, the Adviser will provide, or provide for, all services required for the administration of the Trust and the Fund. The Trust (or the Fund) shall bear its own expenses, with the following exceptions: the Adviser shall bear all fund accounting and other administrative service expenses, all investment management expenses, and all distribution expenses of the Fund. 4. Compensation to be Paid by the Fund to the Adviser. For the services rendered hereunder, the Fund shall pay to the Adviser as of the last day of each calendar quarter a fee at the annual rate of 1.05[for MML Money Market Fund, .50% on of the first $200 100 million of assets; 1.00average daily net asset value of the Fund, .45% on of the next $200 million of assetsaverage daily net asset value of the Fund, .40% of the next $200 million of average daily net asset value of the Fund, and .35% of the average daily net asset value over $500 million; for MML Blend Fund, .50% of the first $100 million of average daily net asset value of the Fund, .45% of the next $200 million of average daily net asset value of the Fund, .40% of the next $200 million of the average daily net asset value of the Fund, and .95.35% on assets in excess of the average daily net asset value over $400 500 million], determined as of 4:00 p.m. Eastern Time (or at such other time as the Board of Trustees may establish) on each day the Exchange is open for trading. 5. Services of the Adviser to the Trust and the Fund Not Exclusive. The services of the Adviser to the Trust and the Fund under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar services to others. 6. Use of Name by the Trust and the Fund. The Trust and the Fund recognize the Adviser’s control of the initials “MML” and agrees that its right to use these initials is non-exclusive and can be terminated by the Adviser at any time. The use of such initials will automatically be terminated if at any time the Adviser or a wholly-owned subsidiary of the Adviser ceases to be investment manager for the Fund. If, at any time, the use of the initials “MML” is terminated, the continuance of this Agreement will be submitted to shareholders of the Fund at a meeting specifically called for that purpose. 7.