Common use of USE OF SUB-ADVISER’S NAME Clause in Contracts

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser MassMutual and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MassMutual and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MassMutual and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so to that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser MassMutual or the Trust Fund makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx mxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser MassMutual and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MassMutual and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MassMutual and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so to that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser MassMutual or the Trust Fund makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx mark or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, “Massachusetts Financial Services Company” or “MFS Investment Management”, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade namename (“Marks”), are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. The permission to use the Marks is non-exclusive, non-transferable, and non-assignable. The Adviser and Trust will acquire no right, title, or interest whatsoever to any of the Marks. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, or any variation of such logo, trademark or service xxxx (collectively, the “Xxxxxxx Sachs Asset Management, X.X. Xxxxx”) are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesXxxxxxx Sachs Asset Management, derivatives, logos, trademarks, service marks or trade names X.X. Xxxxx only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed Adviser so long as this Agreement the Sub-Adviser is in effecta sub-adviser to the Trust. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesXxxxxxx Sachs Asset Management, derivatives, logos, trademarks, service marks or trade namesX.X. Xxxxx. The Adviser and the Trust agrees that it (A) they will review with the Sub-Adviser any advertisement, sales literature literature, notice or notice prior to its use other materials that makes reference to the Sub-Adviser or its affiliates or any such namesXxxxxxx Sachs Asset Management, derivatives, logos, trademarks, service marks or trade names X.X. Xxxxx prior to its use so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulationsregulations and (B) they shall not use or distribute any such advertisement, sales literature, notice or other materials if the Sub-Adviser reasonably objects within a reasonable timeframe (or such other period as may be mutually agreed) after the Sub-Adviser’s receipt thereof. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s namesXxxxxxx Sachs Asset Management, derivatives, logos, trademarks, service marks or trade namesX.X. Xxxxx, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx mark or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser MassMutual and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MassMutual and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MassMutual and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser MassMutual or the Trust Fund makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed to and Adviser will cease any such use if the Sub-Adviser reasonably objects to such use. The Adviser agrees that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. The Manager and the Trust shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Manager and the Trust shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under the law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall may suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall may be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it will review with the they obtain Sub-Adviser Adviser’s prior written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred tonames, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Sub- Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or trade name, or any variation of such logo, trademark or service xxxx (collectively, the “Xxxxxxx Xxxxx Asset Management, X.X. Xxxxx”) are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesXxxxxxx Xxxxx Asset Management, derivatives, logos, trademarks, service marks or trade names X.X. Xxxxx only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed Adviser so long as this Agreement the Sub-Adviser is in effecta sub-adviser to the Trust. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesXxxxxxx Xxxxx Asset Management, derivatives, logos, trademarks, service marks or trade namesX.X. Xxxxx. The Adviser and the Trust agrees that it (A) they will review with the Sub-Adviser any advertisement, sales literature literature, notice or notice prior to its use other materials that makes reference to the Sub-Adviser or its affiliates or any such namesXxxxxxx Xxxxx Asset Management, derivatives, logos, trademarks, service marks or trade names X.X. Xxxxx prior to its use so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulationsregulations and (B) they shall not use or distribute any such advertisement, sales literature, notice or other materials if the Sub-Adviser reasonably objects within a reasonable timeframe (or such other period as may be mutually agreed) after the Sub-Adviser’s receipt thereof. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s namesXxxxxxx Xxxxx Asset Management, derivatives, logos, trademarks, service marks or trade namesX.X. Xxxxx, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the each Sub-Adviser, the names of any affiliates of the Sub-Adviser, Advisers and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager acknowledges that DOUBLELINE® is a registered trademark of DL Capital and agrees that the DOUBLELINE® service xxxx shall be displayed within any materials in which the DoubleLine name is used. The phrase “DoubleLine® is a registered trademark of DoubleLine Capital LP.” shall be included in such materials. The Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-AdviserAdvisers, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser Advisers any regulatory filing, advertisement, sales literature literature, or notice prior to its use that makes reference to the a Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s Advisers’ names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser Advisers shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser Advisers shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx mark or trade name, name are the valuable property xxxperty of the Sub-Adviser and its affiliates. The Adviser MSA and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Directors of the Fund, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MSA and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MSA and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser MSA or the Trust Fund makes any unauthorized use of the Sub-Adviser’s 's names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the each Sub-Adviser, the names of any affiliates of the Sub-Adviser, Advisers and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser acknowledges that DOUBLELINE® is a registered trademark of DL Capital and agrees that the DOUBLELINE® service xxxx shall be displayed within any materials in which the DoubleLine name is used. The phrase “DoubleLine® is a registered trademark of DoubleLine Capital LP.” shall be included in such materials. The Adviser and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-AdviserAdvisers, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser Advisers any regulatory filing, advertisement, sales literature literature, or notice prior to its use that makes reference to the a Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s Advisers’ names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser Advisers shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser Advisers shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. Manager acknowledges that DOUBLELINE® is a registered trademark of Sub-Adviser and agrees that the DOUBLELINE® service xxxx shall be displayed within any materials in which the DoubleLine name is used. The Adviser phrase “DoubleLine® is a registered trademark of DoubleLine Capital LP.” shall be included in such materials. The Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser any regulatory filing, advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the name “Main Street”, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser and obtain the Sub-Adviser’s prior written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser and obtain the Sub-Adviser’s written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser and obtain the Sub-Adviser’s written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser MassMutual and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Sub- Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MassMutual and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MassMutual and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so to that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. Upon such review, the Sub-Adviser shall approve or reject the materials, with the understanding that approval thereof shall not be unreasonably withheld. If the Adviser MassMutual or the Trust Fund makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser and obtain the Sub-Adviser’s prior written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, and any derivative thereof, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade namename (collectively, the “PIMCO Marks”) are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust shall have the right to use such names, derivatives, logos, trademarks, service marks or trade names the PIMCO Marks only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. The permission to use the PIMCO Marks is non-exclusive, non-transferable and non-assignable. In obtaining permission to use the PIMCO Marks for this purpose, the Adviser and Fund will acquire no right, title, or interest whatsoever to any of the PIMCO Marks. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade namesthe PIMCO Marks. The Adviser agrees and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such names, derivatives, logos, trademarks, service marks or trade names PIMCO Marks so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, service marks or trade namesPIMCO Marks, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in effect. The Manager shall comply, and shall use commercially reasonable efforts to cause the Trust to comply, with any reasonable guidelines or other instructions provided in writing by the Sub-Adviser to the Manager regarding the use of any such name(s), derivatives, logos, trademarks or service marks or trade names, and the Manager shall reasonably cooperate with the Sub-Adviser is seeking to protect any rights that Sub-Adviser or its affiliates may have in any of the foregoing. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser Manager and the Trust shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld withheld, conditioned or delayed so long as this Agreement is in effect. Upon termination of this Agreement, the Adviser Manager and the Trust shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees Manager and the Trust agree that it will review with they obtain the Sub-Adviser Adviser’s prior written approval of any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser may review the context in which it is referred tonames, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. If the Adviser Manager or the Trust makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, Adviser and any derivative, logo, trademark, derivative or logo or trademark or service xxxx mxxx or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser MassMutual and the Trust Fund shall have the right to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names only with the prior written approval of the Sub-Sub- Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Adviser MassMutual and the Trust Fund shall forthwith cease to use such namesname(s), derivatives, logos, trademarks, trademarks or service marks or trade names. The Adviser agrees MassMutual and the Fund agree that it they will review with the Sub-Adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or trade names so to that the Sub-Adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, Act or other applicable laws and regulations. Upon such review, the Sub-Adviser shall approve or reject the materials, with the understanding that approval thereof shall not be unreasonably withheld. If the Adviser MassMutual or the Trust Fund makes any unauthorized use of the Sub-Adviser’s names, derivatives, logos, trademarks, trademarks or service marks or trade names, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be are inadequate and, and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

USE OF SUB-ADVISER’S NAME. The parties agree that the name of the Sub-Adviser, the names of any affiliates of the Sub-Adviser, and any derivative, logo, trademark, service xxxx or and/or trade name, name are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust Company shall have the right to use such namesname(s), derivatives, logos, trademarks, service marks or and/or trade names only with the prior written approval of the Sub-Adviser, which approval . This requirement shall not be unreasonably withheld or delayed so long as this Agreement is in effectapply with respect to the Fund’s disclosure documents and shareholder communications. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such names, derivatives, logos, trademarks, service marks or trade names. The Adviser agrees Company agree that it they will review with the Sub-Adviser adviser any advertisement, sales literature literature, or notice prior to its use that makes reference to the Sub-Adviser adviser or its affiliates or any such namesname(s), derivatives, logos, trademarks, service marks or and/or trade names so that the Sub-Adviser adviser may review the context in which it is referred to, it being agreed that the Sub-Adviser adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Securities Act, the Investment Company Act, 1940 Act or other applicable laws and regulations. Upon termination of this Agreement, Adviser and the Company shall forthwith cease to use Sub-adviser’s and its affiliates’ name(s), derivatives, logos, trademarks, service marks and/or trade names; however, Adviser and the Company may continue to use Sub-adviser’s name solely to the extent required in the Fund’s disclosure documents, shareholder communications, advertisements, sales literature and/or notices to refer to Sub-adviser as a prior sub-adviser to the Fund. If the Adviser or the Trust Company makes any unauthorized use of the Sub-Adviseradviser’s or its affiliates’ names, derivatives, logos, trademarks, service marks or and/or trade names, the parties acknowledge that the Sub-Adviser shall may suffer irreparable harm for which reasonable monetary damages may be inadequate and, thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law, as decided by a court of law, regulator or arbitrator.