Common use of Duties of the Sub-Adviser Clause in Contracts

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of a portion of the assets of the Fund Fund, as determined by the Adviser, in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the FundPortfolio, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of a portion of the assets of the Fund Portfolio, as determined by the Adviser, in accordance with the Fund's and Portfolio's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the FundPortfolio; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the FundPortfolio; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the FundPortfolio, its funds available, or to become available, for investment and generally as to the conditions of the FundPortfolio's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund Portfolio shall be purchased or sold and what portion, if any, of the FundPortfolio's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund Portfolio shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the (a) The Sub-Adviser will: (a) manage shall be responsible for coordinating with the Adviser in managing the investment portfolio of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this AgreementPortfolio, including, without limitation, information concerning providing investment research, advice and supervision, determining with the Adviser which portfolio securities shall be purchased or sold by the Portfolio, purchasing and selling securities on behalf of the Portfolio and determining with the Adviser how voting and other rights with respect to portfolio securities of the Portfolio shall be exercised, subject in each case to the control of the Board of Directors of the Fund (the "Board") and in accordance with the objectives, policies and principles of the Portfolio set forth in the Registration Statement, as amended, of the Fund, its funds available, or to become available, for investment and generally as to the conditions requirements of the Fund's affairsInvestment Company Act of 1940, as amended, (the "Act") and other applicable law. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify In performing such duties, the Sub-Adviser thereof shall provide such office space, and such executive and other personnel as shall be necessary for the operations of the Portfolio. In managing the Portfolio in writingaccordance with the requirements set forth in this paragraph 2, the Sub-Adviser shall be bound by such determination for entitled to act upon advice of counsel to the periodFund, if any, specified in such notice or until notified that such determination has been revoked. Further, counsel to the Adviser or the Trustees of the Trust may at any time, upon written notice counsel to the Sub-Adviser. (b) Subject to Section 36 of the Act, suspend the Sub-Adviser shall not be liable to the Adviser or the Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Portfolio and the performance of its duties under this Agreement except for losses arising out of the Sub-Adviser's bad faith, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933 except for information supplied by the Sub-Adviser for inclusion therein about the Sub-Adviser. The Adviser agrees to indemnify the Sub-Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Sub-Adviser arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the performance of this Agreement except for those claims, losses, costs, damages and expenses resulting from the Sub-Adviser's bad faith, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (c) The Sub-Adviser and its officers may act and continue to act as investment advisers and managers for others (including, without limitation, other investment companies), and nothing in this Agreement will in any way be deemed to restrict the right of the Sub-Adviser to determine what assets perform investment management or other services for any other person or entity, and the performance of the Fund shall such services for others will not be purchased deemed to violate or sold and what portion, if any, of give rise to any duty or obligation to the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with (d) Except as provided in Paragraph 5, nothing in this Agreement will limit or restrict the Sub-Adviser or any such determinations of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Adviser acknowledges that the Sub-Adviser and its officers, affiliates or employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of for the account of the Portfolio. The Sub-Adviser will have no obligation to acquire for the Portfolio a position in any investment policy and any such suspension which the Sub-Adviser, its officers, affiliates or restrictions on employees may acquire for its or their own accounts or for the right account of another client, if in the sole discretion of the Sub-Adviser Adviser, it is not feasible or desirable to determine what assets acquire a position in such investment for the account of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofPortfolio.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the (a) The Sub-Adviser will: (a) manage shall be responsible for coordinating with the Adviser in managing the investment portfolio of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this AgreementPortfolio, including, without limitation, information concerning providing investment research, advice and supervision, determining with the Adviser which portfolio securities shall be purchased or sold by the Portfolio, purchasing and selling securities on behalf of the Portfolio and determining with the Adviser how voting and other rights with respect to portfolio securities of the Portfolio shall be exercised, subject in each case to the control of the Board of Directors of the Fund (the "Board") and in accordance with the objectives, policies and principles of the Portfolio set forth in the Registration Statement, as amended, of the Fund, its funds available, or to become available, for investment and generally as to the conditions requirements of the Fund's affairsInvestment Company Act of 1940, as amended, (the "Act") and other applicable law. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify In performing such duties, the Sub-Adviser thereof shall provide such office space, and such executive and other personnel as shall be necessary for the operations of the Portfolio. In managing the Portfolio in writingaccordance with the requirements set forth in this paragraph 2, the Sub-Adviser shall be bound by such determination for entitled to act upon advice of counsel to the periodFund, if any, specified in such notice or until notified that such determination has been revoked. Further, counsel to the Adviser or the Trustees of the Trust may at any time, upon written notice counsel to the Sub-Adviser. (b) Subject to Section 36 of the Act, suspend the Sub-Adviser shall not be liable to the Adviser or restrict the right Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Portfolio and the performance of its duties under this Agreement except for losses arising out of the Sub-Adviser's bad faith, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933 except for information supplied by the Sub-Adviser for inclusion therein about the Sub-Adviser. The Adviser agrees to indemnify the Sub-Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Sub-Adviser to determine what assets arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the Fund shall be purchased or sold performance of this Agreement except for those claims, losses, costs, damages and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with expenses resulting from the Sub-Adviser any such determinations Adviser's bad faith, willful misfeasance or gross negligence in the performance of investment policy its duties or by reason of its reckless disregard of its obligations and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofduties under this Agreement.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of a portion of the assets of the Fund Fund, as determined by the Adviser, in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject (a) The Sub-Adviser shall, subject to the supervision direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with that of the Trustees Board of Trustees, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s investments, investment policies and the purchase, sale or other disposition of securities and other investments; (ii) supervise and monitor continuously the investment program of the Trust Fund and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 6 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercising any consent rights with respect to such securities or investments. (b) The Sub-Adviser shall provide to MassMutual such reports for the Fund, and in such time frames, as MassMutual shall reasonably request or as required by applicable law or regulation. (c) Provided that none of MassMutual, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Sub-Advisory Agreement and subject to the provisions of Section 5 hereof, the Sub-Adviser will: may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (ad) manage the investment of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser Provided that nothing herein shall be deemed to protect the Sub-Adviser and from acts or omissions in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board material breach of Trustees of the Trust. The Adviser agrees to provide the this Sub-Adviser with such assistance as may be reasonably requested by 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-Adviser in connection with its activities under this Advisory Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall not be bound liable for any loss sustained by such determination reason of good faith errors or omissions in connection with any matters to which this Sub-Advisory Agreement relates. (e) The Sub-Adviser shall make all material disclosures to MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control in the Sub-Adviser or any change in its key personnel (being defined as those persons who have oversight of, or substantial involvement in, the day-to-day portfolio transactions for the periodFund), if any, specified information regarding any material adverse change in such notice the condition (financial or until notified that such determination has been revoked. Further, otherwise) of the Sub-Adviser or any person who controls the Trustees Sub-Adviser, information regarding the investment performance and general investment methods of the Trust Sub-Adviser, its principals and affiliates, information that MassMutual reasonably deems material to the Fund or necessary to enable MassMutual to monitor the performance of the Sub-Adviser and information that is required, in the reasonable judgment of MassMutual, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (f) The Sub-Adviser shall provide MassMutual with any information in the Sub-Adviser’s possession necessary for supervising the activities of its personnel, including professional, administrative and clerical personnel, including the compilation and maintenance of such records with respect to the Fund’s operations as may at any timereasonably be required. (g) The Sub-Adviser shall provide MassMutual, upon reasonable prior written notice request by MassMutual to the Sub-Adviser, suspend or restrict with access to inspect at the right Sub-Adviser’s office the books and records of the Sub-Adviser relating to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any Adviser’s performance hereunder and such determinations of investment policy other books and any such suspension or restrictions on the right records of the Sub-Adviser as are necessary to determine what assets of confirm that the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofSub-Adviser has complied with its obligations and duties under this Sub-Advisory Agreement. 3.

Duties of the Sub-Adviser. Subject The Sub- Adviser shall provide the Trust with such investment management and supervision as the Adviser and the Trust may from time to time consider necessary for the proper supervision of the Trustees Trust's investments. As investment adviser to the Trust and subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust and under the Adviser1940 Act, all as from time to time amended, the Sub-Adviser will: (ai) manage the shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of the assets of the Fund in accordance with the Fund's investment objectives, policies or exchanged and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees what portion of the Trust. The 's assets shall be held uninvested and (ii) is authorized, in its discretion and without prior consultation with the Adviser agrees or the Trust, to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser buy, sell, and otherwise trade in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for any and all types of securities and investment and generally as to the conditions instruments on behalf of the Fund's affairsTrust. Should the Trustees of the Trust or the Adviser at any time time, however, make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. FurtherThe Sub-Adviser shall take, on behalf of the Trust, all actions which they deem necessary or desirable to implement the investment policies of the Trust. The Sub-Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Sub-Adviser, and to that end the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser or shall adhere to procedures adopted by the Board of Trustees of the Trust may at any timeTrust, upon written notice copies of which shall be provided to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets of the Fund Fund, as determined by the Adviser, in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of a portion of the assets of the Fund Fund, as determined by the Adviser, in accordance with the Fund's ’s investment objectives, policies and limitations as stated in the Fund's ’s then current Prospectus (the "“Prospectus"”) and Statement of Additional Information (the "“Statement") as provided by the Adviser to the Sub-Adviser ”), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's ’s affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's ’s assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject (a) The Sub-Adviser shall, subject to the supervision direction and control by the Trust’s Board of Trustees and MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s investments, investment policies and the purchase, sale or other disposition of securities and other investments; (ii) supervise and monitor continuously the investment program of the Trustees Fund and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Trust Fund; and (iv) provide reports on the Adviserforegoing to the Board of Trustees at each Board meeting. Unless MassMutual gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser will: (a) manage shall use its good faith judgment in a manner which it reasonably believes best serves the investment interest of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of investments in which assets of the Fund in accordance are invested, pursuant to the discretionary authority granted to Sub-Adviser by MassMutual to exercise voting rights with respect to such investments. MassMutual shall instruct the Fund's investment objectives’s custodian, policies administrator and limitations as stated in other parties providing services to the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser Fund to promptly forward proxy statements to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the TrustAdviser. The Adviser agrees to provide the Sub-Adviser shall provide the Fund in a timely manner with such assistance records of its proxy voting on behalf of the Fund as may be reasonably requested by necessary for the Fund to comply with the requirements of Form N-PX or any successor law, rule, regulation or Commission position. The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in connection with its activities under this Agreementany bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Fund, including, without limitation, information concerning to file proofs of claim or other documents related to such proceedings (the Fund, its funds available“Litigation”), or to become availableinvestigate, for investment initiate, supervise, or monitor the Litigation involving Fund assets, and generally as to the conditions of the Fund's affairsMassMutual acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writingNevertheless, the Sub-Adviser agrees that it shall provide MassMutual with any and all documentation or information relating to the Litigation as may reasonably be bound requested by such determination for the period, if any, specified in such notice or until notified that such determination has been revokedMassMutual. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice The Fund does hereby delegate to the Sub-AdviserAdviser all of its powers, suspend or restrict duties and responsibilities with regard to the right investment and reinvestment of securities and other instruments and hereby appoints the Sub-Adviser as its agent in fact with full authority to determine what buy, sell or otherwise effect investment transactions involving the assets of the Fund shall be purchased or sold in its name and what portion, if any, of for the Fund's assets shall be held uninvested. It is understood that ’s portfolio, including without limitation, the Adviser undertakes power to discuss execute swaps, futures, options and other agreements with counterparties on the Fund’s behalf as the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of deems appropriate from time to time in order to carry out the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofAdviser’s responsibilities hereunder.

Duties of the Sub-Adviser. Subject The Sub-Adviser shall provide the Trust with such investment management and supervision as the Adviser and the Trust may from time to time consider necessary for the proper supervision of the Trustees Trust’s investments. As investment adviser to the Trust and subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust and under the Adviser1940 Act, all as from time to time amended, the Sub-Adviser will: (ai) manage the shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of the assets of the Fund in accordance with the Fund's investment objectives, policies or exchanged and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees what portion of the Trust. The 's assets shall be held uninvested and (ii) is authorized, in its discretion and without prior consultation with the Adviser agrees or the Trust, to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser buy, sell, and otherwise trade in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for any and all types of securities and investment and generally as to the conditions instruments on behalf of the Fund's affairsTrust. Should the Trustees of the Trust or the Adviser at any time time, however, make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. FurtherThe Sub-Adviser shall take, on behalf of the Trust, all actions which they deem necessary or desirable to implement the investment policies of the Trust. The Sub-Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Sub-Adviser, and to that end the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser or shall adhere to procedures adopted by the Board of Trustees of the Trust may at any timeTrust, upon written notice copies of which shall be provided to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject (a) The Sub-Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the supervision of the Trustees of the Trust and the AdviserFund. To carry out such decisions, the Sub-Adviser will: (a) manage is hereby authorized, as agent and attorney-in-fact for the investment Trust, for the account of, at the risk of and in the name of the assets Trust, to place orders and issue instructions with respect to those transactions of the Fund Fund. In all purchases, sales and other transactions in accordance with securities and other assets for the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser is authorized to exercise full discretion and act for the Trust and instruct the Fund’s custodian (the “Custodian”) in compliance the same manner and with the 1940 Act same force and effect as the rulesTrust might or could do with respect to such purchases, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economicsales or other transactions, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers well as with respect to provide research services all other things necessary or incidental to the Fund; and (e) report results to the Board furtherance or conduct of Trustees of the Trustsuch purchases, sales or other transactions. The Sub-Adviser agrees to provide acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with such assistance as may be reasonably requested by any other sub-adviser of a fund in the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds availablefund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. With respect to become available, for investment and generally as to the conditions of the a multi-managed Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by such determination the Board or the Adviser, and shall not consult with the sub-adviser as to any other portion of the Fund’s portfolio concerning transactions for the period, if any, specified Fund in such notice securities or until notified that such determination has been revokedother Fund assets. FurtherXxxxx Fargo Master Trust -- International Growth Portfolio (b) Following the close of each calendar quarter, the Sub-Adviser or will report to the Trustees Board regarding the investment performance of the Trust may at any timeFund since the prior report, upon written notice and will also keep the Board informed of important developments known by it to affect the Trust, the Fund and the Sub-Adviser, suspend or restrict and on its own initiative will furnish the right of Board and the Adviser from time to time with such information as the Sub-Adviser to determine what assets of may believe appropriate, whether concerning the individual companies whose securities are held by the Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund shall be purchased or sold maintains investments. The Sub-Adviser will also furnish the Board and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes with such statistical and analytical information with respect to discuss with securities held by the Fund as the Sub-Adviser may believe appropriate or as the Board or the Adviser reasonably request. The Sub-Adviser shall promptly notify the Adviser of (i) any such determinations of investment policy and any such suspension or restrictions on the right of changes regarding the Sub-Adviser that would impact disclosure in the Trust’s Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Sub-Adviser is required to determine what assets comply with under Section 6 of this Agreement. The Sub-Adviser shall, within two business days, notify both the Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Fund or the Trust. The Sub-Adviser shall be purchased reasonably cooperate with the Custodian in the Custodian’s processing of class actions or sold or held uninvested, prior other legal proceedings relating to the implementation thereofholdings (historical and/or current) of the Fund.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment such portion of the Fund's assets as the Adviser and the Sub-Adviser shall from time to time mutually designate (the "Designated Assets") on behalf of the Fund in accordance with the Fund's investment objectivesobjective, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Amended and Restated Declaration of Trust dated January 18, 1995 and Amended and Restated By-Laws, each as from time to time in effect (respectively, the"Declaration" and the "By-Laws") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions for the Fund with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisableFund with respect to the Designated Assets; (d) manage otherwise uninvested cash assets of the Fund with respect to the Designated Assets ; (e) as the agent of the Fund, give instructions (including trade tickets) to the custodian and any sub-custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash for the account of the Fund with respect to the Designated Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ professional portfolio managers to provide research services to the Fund; and (eg) report results to attend periodic meetings of the Board of Trustees of the TrustTrust and (h) obtain all the registrations, qualifications and consents, on behalf of the Fund, which are necessary for the Fund to purchase and sell assets in each jurisdiction (other than the United States) in which the Designated Assets are to be invested (the Sub-Adviser shall promptly provide the Adviser with copies of any such registrations, qualifications and consents). In providing these services, the Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets. The Sub-Adviser shall be responsible for monitoring the Fund's compliance with the Prospectus, the Statement, the Declaration, the By-Laws and the 1940 Act and the rules, regulations and orders thereunder and in monitoring such compliance the Sub-Adviser shall do so in the functional currency of the Fund. The Sub-Adviser shall only be responsible for compliance with the above-mentioned restrictions in regards to the Designated Assets. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. From time to time the Adviser will notify the Sub-Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The Adviser will have responsibility for exercising proxy, consent and other rights pertaining to the Fund's portfolio securities; provided, however, that the Sub-Adviser will, as requested, make recommendations to the Adviser as to the manner in which such proxy, consent and other rights shall be exercised. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension suspensions or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to the supervision Global Equity Fund, and to such other portions of the Trustees Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Trust and Fund's portfolio securities included in the Adviser, Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser will: (a) manage the investment of the assets aggregate US Dollar amount of the Fund in accordance Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased, sold or exchanged with the Designated Assets, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to compliance with provisions of the Fund's investment objectivesDeclaration of Trust and By-Laws as then in effect, policies the provisions of the Investment Company Act of 1940 and limitations as stated in the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") copies of all which, as provided by the Adviser amended from time to time, will be furnished to the Sub-Adviser and in by the Adviser). For the purposes of compliance with the 1940 Act and prospectus language on "social criteria" the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide will furnish the Sub-Adviser with such assistance as may be reasonably requested by an approved list of securities from which the Sub-Adviser in connection with its activities under will select. The Sub-Adviser may suggest additions to this Agreement, including, without limitation, information concerning list but agrees not to purchase any suggested securities until such security has been approved by the Fund, its funds available, or to become available, for investment and generally Adviser as to the conditions of meeting the Fund's affairssocial criteria. The Adviser agrees that it will promptly and thoroughly research the suitability, under its social criteria, of any suggested security. Should the Trustees of the Trust Fund or the Adviser at any time make any a definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust Fund may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased purchased, sold or sold exchanged from the Designated Assets and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood The Sub-Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase, sale, or exchange of securities of the Fund's account with brokers, dealers, or bankers selected by it, and to that the Adviser undertakes to discuss with end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian and any Sub-Custodian of the Fund as to deliveries of securities and gold, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will advise the Adviser on the same day it gives any such determinations instructions. In connection with the selection of investment policy such brokers, dealers or bankers and the placing of such orders, the Sub-Adviser is directed to seek for the Fund execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of effecting a securities transaction in excess of the amount of Commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such suspension amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or restrictions on dealer, viewed in terms of either that particular transaction or the right Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to determine what assets of which the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofSub-Adviser exercises investment discretion.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the (a) The Sub-Adviser will: (a) manage shall be responsible for coordinating with the Adviser in managing the investment portfolio of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this AgreementPortfolio, including, without limitation, information concerning providing investment research, advice and supervision, determining with the Adviser which portfolio securities shall be purchased or sold by the Portfolio, purchasing and selling securities on behalf of the Portfolio and determining with the Adviser how voting and other rights with respect to portfolio securities of the Portfolio shall be exercised, subject in each case to the control of the Board of Directors of the Fund (the "Board") and in accordance with the objectives, policies and principles of the Portfolio set forth in the Registration Statement, as amended, of the Fund, its funds available, or to become available, for investment and generally as to the conditions requirements of the Fund's affairsInvestment Company Act of 1940, as amended, (the "Act") and other applicable law. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify In performing such duties, the Sub-Adviser thereof shall provide such office space, and such executive and other personnel as shall be necessary for the operations of the Portfolio. In managing the Portfolio in writingaccordance with the requirements set forth in this paragraph 2, the Sub-Adviser shall be bound by such determination for entitled to act upon advice of counsel to the periodFund, if any, specified in such notice or until notified that such determination has been revoked. Further, counsel to the Adviser or the Trustees of the Trust may at any time, upon written notice counsel to the Sub-Adviser. (b) Subject to Section 36 of the Act, suspend the Sub-Adviser shall not be liable to the Adviser or the Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Portfolio and the performance of its duties under this Agreement except for losses arising out of the Sub-Adviser's bad faith, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933 except for information supplied by the Sub-Adviser for inclusion therein about the Sub-Adviser. The Adviser agrees to indemnify the Sub-Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Sub-Adviser arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the performance of this Agreement except for those claims, losses, costs, damages and expenses resulting from the Sub-Adviser's bad faith, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (c) The Sub-Adviser and its officers may act and continue to act as investment advisers and managers for others (including, without limitation, other investment companies), and nothing in this Agreement will in any way be deemed to restrict the right of the Sub-Adviser to determine what assets perform investment management or other services for any other person or entity, and the performance of the Fund shall such services for others will not be purchased deemed to violate or sold and what portion, if any, of give rise to any duty or obligation to the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with (d) Except as provided in Paragraph 5, nothing in this Agreement will limit or restrict the Sub-Adviser or any such determinations of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Adviser acknowledges that the Sub-Adviser and its officers, affiliates or employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of for the account of the Portfolio. The Sub-Adviser will have no obligation to acquire for the Portfolio a position in any investment policy and any such suspension which the Sub-Adviser, its officers, affiliates or restrictions on employees may acquire for its or their own accounts or for the right account of another client, if in the sole discretion of the Sub-Adviser Adviser, it is not feasible or desirable to determine what assets acquire a position in such investment for the account of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofPortfolio. 3.

Duties of the Sub-Adviser. Subject (a) The Sub-Adviser shall, subject to the supervision direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with that of the Trustees Board of Trustees, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s investments, investment policies and the purchase, sale or other disposition of securities and other investments; (ii) supervise and monitor continuously the investment program of the Trust Fund and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 6 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercising any consent rights with respect to such securities or investments. (b) The Sub-Adviser shall provide to MassMutual such reports for the Fund, and in such time frames, as MassMutual shall reasonably request or as required by applicable law or regulation. (c) Provided that none of MassMutual, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Sub-Advisory Agreement and subject to the provisions of Section 5 hereof, the Sub-Adviser will: may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (ad) manage the investment of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser Provided that nothing herein shall be deemed to protect the Sub-Adviser and from acts or omissions in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board breach of Trustees of the Trust. The Adviser agrees to provide the this Sub-Adviser with such assistance as may be reasonably requested by 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-Adviser in connection with its activities under this Advisory Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall not be bound liable for any loss sustained by such determination for reason of good faith errors or omissions in connection with any matters to which this Sub-Advisory Agreement relates. (e) The Sub-Adviser shall make all material disclosures to MassMutual and the periodFund regarding itself and its partners, if anyofficers, specified directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in such notice or until notified that such determination has been revoked. Further, control in the Sub-Adviser or any change in its key personnel, information regarding any material adverse change in the Trustees condition (financial or otherwise) of the Trust Sub-Adviser or any person who controls the Sub-Adviser, information regarding the investment performance and general investment methods of the Sub-Adviser, its principals and affiliates, information that MassMutual reasonably deems material to the Fund or necessary to enable MassMutual to monitor the performance of the Sub-Adviser and information that is required, in the reasonable judgment of MassMutual, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (f) The Sub-Adviser shall provide MassMutual with any information in the Sub-Adviser’s possession reasonably necessary for supervising the activities of its personnel, including professional, administrative and clerical personnel, including the compilation and maintenance of such records with respect to the Fund’s operations as may at any timereasonably be required. (g) The Sub-Adviser shall provide MassMutual, upon reasonable prior written notice request by MassMutual to the Sub-Adviser, suspend or restrict with access to inspect at the right Sub-Adviser’s office the books and records of the Sub-Adviser relating to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any Adviser’s performance hereunder and such determinations of investment policy other books and any such suspension or restrictions on the right records of the Sub-Adviser as are reasonably necessary to determine what assets of confirm that the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofSub-Adviser has complied with its obligations and duties under this Sub-Advisory Agreement. 3.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the (a) The Sub-Adviser will: (a) manage the investment of the assets of the Fund in accordance shall, jointly with the Fund's investment objectives, policies Advisor and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser subject to the Sub-Adviser direction and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions control of the Fund's affairs. Should the Trustees ’s Board of the Trust or the Adviser at any time make any determination as to Trustees, (i) formulate a continuing investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination program for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to Fund and determine what assets of the Fund securities or other investments shall be purchased or sold by the Fund; (ii) manage the investment and reinvestment of the Fund’s assets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (iii) provide research and analysis relative to the investment program and objectives of the Fund; (iv) determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the Fund's assets shall of the Fund will be held uninvestedin cash or cash equivalents; (v) continuously review, supervise and administer the investment program of the Fund; and (vi) select and provide oversight of the Fund’s service providers including, but not limited to, the Chief Financial Officer, Chief Compliance Officer, and the Fund’s administrator, accountant, transfer agent, and custodian. It is understood that In furtherance of the foregoing duties, the Adviser undertakes to discuss with and the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on shall each have the right to designate an equal number of members of any investment committee formed to approve investment decisions on behalf of the Fund (the “Investment Committee”) and to designate an equal number of members of the Board of Trustees who are “interested persons” as defined in the Act . The Sub-Adviser shall, at its own expense, provide employees of the Sub-Adviser to determine what assets serve as officers of the Fund shall as the Board of Trustees may request. The Sub-Adviser and the Board of Trustees may from time to time agree that the expense of certain officers of the Fund who may also be purchased employees of the Sub-Adviser, including without limitation the Chief Compliance Officer of the Fund and any Assistant Chief Compliance Officers, will be borne in part by the Fund and in part by the Sub-Adviser or entirely by the Fund. In addition, subject to the supervision of, and guidelines agreed upon with, the Adviser and the Fund’s Board of Trustees, the Sub-Adviser shall, (x) manage the investment and reinvestment of the Sub-Advised Assets in compliance with the Funds investment program and policies as set forth in the Fund’s registration statement, (y) determine what investments will be purchased, held, sold or exchanged and what portion of the Sub- Advised Assets will be held uninvestedin cash or cash equivalents and (z) continuously review, prior supervise and administer the investment program of the Fund as it relates to the implementation thereofSub-Advised Assets.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage The Sub- Adviser shall be responsible for coordinating with the Adviser in managing the investment portfolio of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this AgreementPortfolio, including, without limitation, information concerning providing investment research, advice and supervision, determining with the Adviser which portfolio securities shall be purchased or sold by the Portfolio, purchasing and selling securities on behalf of the Portfolio and determining with the Adviser how voting and other rights with respect to portfolio securities of the Portfolio shall be exercised subject in each case to the control of the Board of Directors of the Fund (the "Board") and in accordance with the objectives, policies and principles of the Portfolio set forth in the Prospectus as delineated in the section entitled "Investment Objectives and Policies" and in the Statement of Additional Information, as amended, of the Fund, its funds available, or to become available, for investment and generally as to the conditions requirements of the Fund's affairsInvestment Company Act of 1940, as amended, (the "Act") and other applicable law. Should In performing such duties, the Trustees Sub- Adviser shall provide such office space, and such executive and other personnel as shall be necessary for the operations of the Trust or Portfolio. In managing the Adviser at any time make any determination as to investment policy and notify Portfolio in accordance with the Sub-Adviser thereof requirements set forth in writingthis paragraph 2, the Sub-Adviser shall be bound by such determination for entitled to act upon advice of counsel to the periodFund, if any, specified in such notice or until notified that such determination has been revoked. Further, counsel to the Adviser or the Trustees of the Trust may at any time, upon written notice counsel to the Sub-Adviser. (b) Subject to Section 36 of the Act (relating to breach of fiduciary authority), suspend the Sub-Adviser shall not be liable to the Adviser or restrict the right Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Portfolio and the performance of its duties under this Agreement except for losses arising out of the Sub-Adviser's fraud, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933 except for information about the Sub-Adviser contained in the Prospectus included as part of such Registration Statement supplied by the Sub- Adviser for inclusion therein. The Adviser agrees to indemnify the Sub-Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Sub-Adviser to determine what assets arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the Fund shall be purchased or sold performance of this Agreement except for those claims, losses, costs, damages and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with expenses resulting from the Sub-Adviser any such determinations Adviser's fraud, willful misfeasance or gross negligence in the performance of investment policy its duties or by reason of its reckless disregard of its obligations and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofduties under this Agreement.

Duties of the Sub-Adviser. Subject to the supervision of the ---------------------------- Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of a portion of the assets of the Fund Fund, as determined by the Adviser, in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser ), and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to the supervision Income Portfolio and the Emerging Growth Portfolio, and to such other portions of the Trustees Trust's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Trust and Trust's portfolio securities included in the Adviser, Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser will: (a) manage the investment of the assets aggregate US Dollar amount of the Fund in accordance Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased, sold or exchanged with the FundDesignated Assets, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to compliance with provisions of the Trust's investment objectivesDeclaration of Trust and By-Laws as then in effect, policies the provisions of the Investment Company Act of 1940 and limitations as stated in the Fundprovisions of the Trust's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") copies of all which, as provided by the Adviser amended from time to time, will be furnished to the Sub-Adviser and in by the Adviser). For the purposes of compliance with the 1940 Act and prospectus language on "social criteria" the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide will furnish the Sub-Adviser with such assistance as may be reasonably requested by an approved list of securities from which the Sub-Adviser in connection with will select. The Sub-Adviser may suggest additions to this list but agrees not to purchase any suggested securities until such security has been approved by the Adviser as meeting the Trust's social criteria. The Adviser agrees that it will promptly and thoroughly research the suitability, under its activities under this Agreementsocial criteria, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairsany suggested security. Should the Trustees of the Trust or the Adviser at any time make any a definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.of

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the The Sub-Adviser will: (a) manage will furnish the Adviser economic, statistical and research information and advice, relating to the Value Fund. The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Value Fund's portfolio shall be exercised. The Sub-Adviser will furnish continuously an investment program with respect to the Value Fund and will determine from time to time what securities shall be purchased, sold or exchanged with other Fund assets, and what portion, if any, of the Value Fund assets shall be held uninvested; subject, always, to compliance with provisions of the Fund in accordance with the Fund's investment objectivesDeclaration of Trust and By-Laws as then in effect, policies the provisions of the 1940 Act and limitations as stated in the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") copies of all which, as provided by the Adviser amended from time to time, will be furnished to the Sub-Adviser and in by the Adviser). For the purposes of compliance with the 1940 Act and prospectus language on "social criteria" the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide will furnish the Sub-Adviser with such assistance as may be reasonably requested by an approved list of securities from which the Sub-Adviser in connection with its activities under will select. The Sub-Adviser may suggest additions to this Agreement, including, without limitation, information concerning list but agrees not to purchase any suggested securities until such security has been approved by the Fund, its funds available, or to become available, for investment and generally Adviser as to the conditions of meeting the Fund's affairssocial criteria. Should the Trustees of the Trust Fund or the Adviser at any time make any a definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust Fund may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased purchased, sold or sold exchanged and what portion, if any, of the Fund's assets shall be held uninvested. It is understood The Sub-Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase, sale, or exchange of securities of the Fund's account with brokers, dealers, or bankers selected by it, and to that the Adviser undertakes to discuss with end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian and any Sub-Custodian of the Fund as to deliveries of securities and gold, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will advise the Adviser on the same day it gives any such determinations instructions. In connection with the selection of investment policy such brokers, dealers or bankers and the placing of such orders, the Sub-Adviser is directed to seek for the Fund execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of effecting a securities transaction in excess of the amount of Commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such suspension amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or restrictions on dealer, viewed in terms of either that particular transaction or the right Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to determine what assets which the Sub-Adviser exercises investment discretion. The Board of the Fund shall be purchased Fund, in its discretion, may instruct the Sub-Adviser to effect all or sold or held uninvested, prior to a portion of its securities transactions with brokers/dealers selected by the implementation thereofBoard if the Board determines that use of such brokers/dealers are in the best interests of the Fund.

Duties of the Sub-Adviser. The Sub-Adviser will furnish the Adviser with information and advice relating to such portion of the Fund's assets as the Adviser shall from time to time designate (the "Designated Assets"). Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets Designated Assets on behalf of the Fund in accordance with the Fund's investment objectivesobjective, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Amended and Restated Declaration of Trust dated December 14, 1994, as amended, and Amended and Restated By-Laws, each as from time to time in effect (respectively, the "Declaration" and the "By-Laws") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions for with respect to the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisableDesignated Assets; (d) manage otherwise uninvested cash assets with respect to the Designated Assets; (e) as the agent of the Fund, give instructions (including trade tickets) to the custodian and any sub-custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash with respect to the Designated Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ professional portfolio managers to provide research services to the Fund; and (eg) report results to attend periodic meetings of the Board of Trustees of the TrustTrust and (h) obtain all the registrations, qualifications and consents, on behalf of the Fund, which are necessary for the Fund to purchase and sell assets in each jurisdiction (other than the United States) in which the Fund's Designated Assets are to be invested (the Sub-Adviser shall promptly provide the Adviser with copies of any such registrations, qualifications and consents). In providing these services, the Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets. The Sub-Adviser shall be responsible for monitoring the Fund's compliance with the Prospectus, the Statement, the Declaration, the By-Laws and the 1940 Act and the rules, regulations and orders thereunder and in monitoring such compliance the Sub-Adviser shall do so in the functional currency of the Fund. The Sub-Adviser shall only be responsible for compliance with the above-mentioned restrictions in regards to the Designated Assets. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. From time to time the Adviser will notify the Sub-Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The Adviser will have responsibility for exercising proxy, consent and other rights pertaining to the Designated Assets; provided, however, that the Sub-Adviser will, as requested, make recommendations to the Adviser as to the manner in which such proxy, consent and other rights should be exercised. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. The Sub-Adviser will furnish the Adviser with information and advice, including advice on the allocation of investments among emerging market countries or regions, relating to such portion of the Fund's assets as the Adviser shall from time to time designate (the "Designated Assets"). Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets Designated Assets on behalf of the Fund in accordance with the Fund's investment objectivesobjective, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Declaration of Trust dated July 31, 1987, as amended and restated May 6, 1991, and Amended and Restated By-Laws, each as from time to time in effect (respectively, the "Declaration" and the "By-Laws") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions for with respect to the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisableDesignated Assets; (d) employ professional portfolio managers to provide research services manage otherwise uninvested cash assets with respect to the FundDesignated Assets; and (e) report results as the agent of the Fund, give instructions (including trade tickets) to the Board of Trustees custodian and any sub-custodian of the Trust. The Adviser agrees Fund as to provide deliveries of securities, transfers of currencies and payments of cash with respect to the Designated Assets (the Sub-Adviser with such assistance as may be reasonably requested by shall promptly notify the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Sub- Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to supervision by the supervision of the Trustees of the Trust Adviser and the AdviserTrusts Board of Trustees, the Sub-Adviser will: (a) shall manage the investment all of the securities and other assets of each Fund entrusted to it hereunder (the Fund Assets), including the purchase, retention and disposition of the Assets, in accordance with the Fund's Funds investment objectives, policies and limitations restrictions as stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by a Fund's then current Prospectus , and what portion of the Assets will be invested or held uninvested in cash. (b) In the "Prospectus") performance of its duties and Statement of Additional Information (the "Statement") as provided by the Adviser to obligations under this Agreement, the Sub-Adviser and shall act in compliance conformity with the 1940 Act Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the rules, regulations instructions and orders thereunder; (b) place purchase directions of the Adviser and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to of the Board of Trustees of the TrustTrust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the Code), and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Adviser agrees to provide the Sub-Adviser shall determine the Assets to be purchased or sold by a Fund as provided in subparagraph (a) and will place orders with or through such assistance persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Funds Prospectus or as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions Board of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any may direct from time make any determination as to investment policy time, in conformity with all federal securities laws. In executing Fund transactions and notify the Sub-Adviser thereof in writingselecting brokers or dealers, the Sub-Adviser shall be bound by such determination will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for the period, if any, specified in such notice or until notified that such determination has been revoked. Furtherany transaction, the Sub- Adviser or the Trustees of the Trust may at any timeshall consider all factors that it deems relevant, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.1

Duties of the Sub-Adviser. Subject The Sub-Adviser shall provide the Fund with such investment management and supervision as the Adviser and the Fund may from time to time consider necessary for the proper supervision of the Trustees Fund’s investments. As investment adviser to the Fund and subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust and under the AdviserInvestment Company Act of 1940 (the “1940 Act”), all as from time to time amended, the Sub-Adviser will: (ai) manage the shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of the assets of the Fund in accordance with the Fund's investment objectives, policies or exchanged and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions what portion of the Fund's affairsassets shall be held uninvested and (ii) is authorized, in its discretion and without prior consultation with the Adviser or the Fund, to buy, sell, and otherwise trade in any and all types of securities and investment instruments on behalf of the Fund. Should the Trustees of the Trust or the Adviser at any time time, however, make any specific determination as to investment policy for the Fund and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. FurtherThe Sub-Adviser shall take, on behalf of the Fund, all actions which they deem necessary or desirable to implement the investment policies of the Fund. The Sub-Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by the Sub-Adviser, and to that end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser or shall adhere to procedures adopted by the Board of Trustees of the Trust may at any timeTrust, upon written notice copies of which shall be provided to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the The Sub-Adviser will: (a) manage will furnish the Adviser economic, statistical and research information and advice, relating to the Value Fund. The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Value Fund's portfolio shall be exercised. The Sub-Adviser will furnish continuously an investment program with respect to the Value Fund and will determine from time to time what securities shall be purchased, sold or exchanged with other Fund assets, and what portion, if any, of the Value Fund assets shall be held uninvested; subject, always, to compliance with provisions of the Fund in accordance with the Fund's investment objectivesDeclaration of Trust and By-Laws as then in effect, policies the provisions of the 1940 Act and limitations as stated in the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") copies of all which, as provided by the Adviser amended from time to time, will be furnished to the Sub-Adviser and in by the Adviser). For the purposes of compliance with the 1940 Act and prospectus language on "social criteria" the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide will furnish the Sub-Adviser with such assistance as may be reasonably requested by an approved list of securities from which the Sub-Adviser in connection with its activities under will select. The Sub-Adviser may suggest additions to this Agreement, including, without limitation, information concerning list but agrees not to purchase any suggested securities until such security has been approved by the Fund, its funds available, or to become available, for investment and generally Adviser as to the conditions of meeting the Fund's affairssocial criteria. Should the Trustees of the Trust Fund or the Adviser at any time make any a definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.been

Duties of the Sub-Adviser. The Sub-Adviser will furnish the Adviser with information and advice, including advice on the allocation of investments among emerging market countries or regions, relating to such portion of the Fund's assets as the Adviser shall from time to time designate (the "Designated Assets"). Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets Designated Assets on behalf of the Fund in accordance with the Fund's investment objectivesobjective, policies and limitations as stated in the FundTrust's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Declaration of Trust dated February 15, 1985, and By-Laws, each as from time to time in effect (respectively, the "Declaration" and the "By-Laws") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions for with respect to the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisableDesignated Assets; (d) manage otherwise uninvested cash assets with respect to the Designated Assets; (e) as the agent of the Fund, give instructions (including trade tickets) to the custodian and any sub-custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash with respect to the Designated Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ professional portfolio managers to provide research services to the Fund; and (eg) report results to attend periodic meetings of the Board of Trustees of the TrustTrust and (h) obtain all the registrations, qualifications and consents, on behalf of the Fund, which are necessary for the Fund to purchase and sell assets in each jurisdiction (other than the United States) in which the Fund's Designated Assets are to be invested (the Sub-Adviser shall promptly provide the Adviser with copies of any such registrations, qualifications and consents). In providing these services, the Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets. The Sub- Adviser shall be responsible for monitoring the Fund's compliance with the Prospectus, the Statement, the Declaration, the By-Laws and the 1940 Act and the rules, regulations and orders thereunder and in monitoring such compliance the Sub-Adviser shall do so in the functional currency of the Fund. The Sub-Adviser shall only be responsible for compliance with the above-mentioned restrictions in regards to the Designated Assets. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. From time to time the Adviser will notify the Sub-Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The Adviser will have responsibility for exercising proxy, consent and other rights pertaining to the Designated Assets; provided, however, that the Sub-Adviser will, as requested, make recommendations to the Adviser as to the manner in which such proxy, consent and other rights shall be exercised. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Designated Assets Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser with information and advise, including advice on the allocation of investments among emerging market countries or regions, relating to such portion of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Adviser will have responsibility for exercising proxy, consent, and other rights pertaining to the supervision of Fund's portfolio securities included in the Trustees of the Trust and the AdviserDesignated Assets; however, the Sub-Adviser will: (a) manage , as requested, make recommendations to the investment Adviser as to the manner in which such proxy, consent and other rights shall be exercised. From time to time the Adviser will notify the Sub-Adviser of the assets aggregate U.S. dollar amount of the Fund in accordance Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased with the FundDesignated Assets, what securities comprising the Designated Assets should be sold, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to the restrictions of the Trust's investment objectivesDeclaration of Trust dated July 31, policies 1987, as amended and limitations restated May 6, 1991, and By-Laws, each as stated in amended from time to time (provided that prior written notice of any such amendment shall have been given to the Sub-Adviser) (respectively, the "Declaration" and the "By-Laws"), the provisions of the Act and the Rules, Regulations and Orders thereunder, the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (provided a copy thereof has been furnished to the "Statement") as provided by the Adviser Sub-Adviser); and subject, further, to the Sub-Adviser and notifying the Adviser in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees advance of the Trust. The Adviser agrees Sub-Adviser's intention to provide purchase any securities except as such notification may be waived or limited by the Adviser, it being understood that the Sub-Adviser shall only be responsible for compliance with such assistance as may be reasonably requested the above-mentioned restrictions in regards to the Designated Assets and for compliance with any restrictions imposed in writing by the SubAdviser from time to time in order to facilitate compliance with the above-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or mentioned restrictions that apply to become available, for investment and generally as to the conditions of the Fund's affairsall Fund assets. Should the Trustees of the Trust or the Adviser at any time make any definite determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased for or sold from the Designated Assets and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood The Sub-Adviser shall take, on behalf of the Fund, all actions, which it deems necessary to implement the investment policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase or sale of securities for the Fund's account with respect to Designated Assets with brokers, dealers or other entities selected by it, and to that the Adviser undertakes to discuss with end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund and any subcustodian as to deliveries of securities, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will advise the Adviser on the same day it gives any such determinations instructions. In connection with the selections of investment policy such brokers, dealers or other entities and the placing of such orders, the Sub-Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker, dealer or other entity an amount of commission for effecting a securities transaction in excess of the amount of commission another broker, dealer or other entity would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such suspension amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or restrictions on other entity, viewed in terms of either that particular transaction or the right Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to determine what assets which the Sub-Adviser exercises investment discretion. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or held uninvestedlower brokerage commissions and efficient execution. In such event, prior allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction will be made by the Sub-Adviser in the manner it considers to be the implementation thereofmost equitable.

Duties of the Sub-Adviser. Subject to the supervision of the Trustees of the Trust and the Adviser, the (a) The Sub-Adviser will: (a) manage shall be responsible for coordinating with the Adviser in managing the investment portfolio of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this AgreementPortfolio, including, without limitation, information concerning providing investment research, advice and supervision, determining with the Adviser which portfolio securities shall be purchased or sold by the Portfolio, purchasing and selling securities on behalf of the Portfolio and determining with the Adviser how voting and other rights with respect to portfolio securities of the Portfolio shall be exercised subject in each case to the control of the Board of Directors of the Fund (the "Board") and in accordance with the objectives, policies and principles of the Portfolio set forth in the Prospectus as delineated in the section entitled "Investment Objectives and Policies" and in the Statement of Additional Information, as amended, of the Fund, its funds available, or to become available, for investment and generally as to the conditions requirements of the Fund's affairsInvestment Company Act of 1940, as amended, (the "Act") and other applicable law. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify In performing such duties, the Sub-Adviser thereof shall provide such office space, and such executive and other personnel as shall be necessary for the operations of the Portfolio. In managing the Portfolio in writingaccordance with the requirements set forth in this paragraph 2, the Sub-Adviser shall be bound by such determination for entitled to act upon advice of counsel to the periodFund, if anycounsel to the Adviser or counsel to the Sub- Adviser. (b) Subject to Section 36 of the Act (relating to breach of fiduciary authority), specified in such notice or until notified that such determination has been revoked. Further, the Sub-Adviser shall not be liable to the Adviser or the Trustees Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Trust may at any time, upon written notice to Portfolio and the performance of its duties under this Agreement except for losses arising out of the Sub-Adviser's fraud, suspend willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933 except for information about the Sub-Adviser contained in the Prospectus included as part of such Registration Statement supplied by the Sub-Adviser for inclusion therein. The Adviser agrees to indemnify the Sub-Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Sub- Adviser arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the performance of this Agreement except for those claims, losses, costs, damages and expenses resulting from the Sub- Adviser's fraud, willful misfeasance or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (c) The Sub-Adviser and its officers may act and continue to act as investment advisers and managers for others (including, without limitation, other investment companies), and nothing in this Agreement will in any way be deemed to restrict the right of the Sub-Adviser to determine what assets perform investment management or other services for any other person or entity, and the performance of the Fund shall such services for others will not be purchased deemed to violate or sold and what portion, if any, of give rise to any duty or obligation to the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with (d) Except as provided in Paragraph 5, nothing in this Agreement will limit or restrict the Sub-Adviser or any such determinations of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Adviser acknowledges that the Sub-Adviser and its officers, affiliates or employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of for the account of the Portfolio subject to the requirements of the Act, and the rules thereunder. The Sub-Adviser will have no obligation to acquire for the Portfolio a position in any investment policy and any such suspension which the Sub-Adviser, its officers, affiliates or restrictions on employees may acquire for its or their own accounts or for the right account of another client, if in the sole discretion of the Sub-Adviser Adviser, it is not feasible or desirable to determine what assets acquire a position in such investment for the account of the Fund shall be purchased or sold or held uninvestedPortfolio. The Sub-Adviser represents that it has adopted a code of ethics governing personal trading that complies in all material respects with the recommendations contained in the Investment Company Institute "Report of the Advisory Group on Personal Investing," dated May 9, prior 1994, and the Adviser agrees to furnish a copy of such code of ethics to the implementation thereofDirectors of the Fund. (e) If the purchase or sale of securities consistent with the investment policies of the Portfolio and one or more other clients serviced by the Sub- Adviser is considered at or about the same time, transactions in such securities will be allocated among the Portfolio and clients in a manner deemed fair and reasonable by the Sub-Adviser. Although there is no specified formula for allocating such transactions, the various allocation methods used by the Sub-Adviser, and the results of such allocations, are subject to periodic review by the Board. 3.

Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to the supervision Income Fund and the Emerging Growth Fund, and to such other portions of the Trustees Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Trust and Fund's portfolio securities included in the Adviser, Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser will: (a) manage the investment of the assets aggregate US Dollar amount of the Fund in accordance Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased, sold or exchanged with the Designated Assets, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to compliance with provisions of the Fund's investment objectivesDeclaration of Trust and By-Laws as then in effect, policies the provisions of the Investment Company Act of 1940 and limitations as stated in the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") copies of all which, as provided by the Adviser amended from time to time, will be furnished to the Sub-Adviser and in by the Adviser). For the purposes of compliance with the 1940 Act and prospectus language on "social criteria" the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees of the Trust. The Adviser agrees to provide will furnish the Sub-Adviser with such assistance as may be reasonably requested by an approved list of securities from which the Sub-Adviser in connection with its activities under will select. The Sub-Adviser may suggest additions to this Agreement, including, without limitation, information concerning list but agrees not to purchase any suggested securities until such security has been approved by the Fund, its funds available, or to become available, for investment and generally Adviser as to the conditions of meeting the Fund's affairssocial criteria. The Adviser agrees that it will promptly and thoroughly research the suitability, under its social criteria, of any suggested security. Should the Trustees of the Trust Fund or the Adviser at any time make any a definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust Fund may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased purchased, sold or sold exchanged from the Designated Assets and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood The Sub-Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase, sale, or exchange of securities of the Fund's account with brokers, dealers, or bankers selected by it, and to that the Adviser undertakes to discuss with end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian and any Sub-Custodian of the Fund as to deliveries of securities and gold, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will advise the Adviser on the same day it gives any such determinations instructions. In connection with the selection of investment policy such brokers, dealers or bankers and any the placing of such suspension or restrictions on the right of orders, the Sub-Adviser is directed to determine what assets seek for the Fund execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of effecting a securities transaction in excess of the Fund shall be purchased amount of Commission another broker or sold or held uninvesteddealer would have charged for effecting that transaction, prior if the Sub-Adviser determined in good faith that such amount of commission was reasonable in relation to the implementation thereofvalue of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund. The Sub-Adviser further agrees that it shall at all times make a reasonable and good faith determination that such brokerage or research services provided by such broker or dealer are of benefit to the Fund.

Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, including advice on the allocation of investments among countries, relating to such portion of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"), particularly with respect to Japanese and Western European investments. The Sub-Adviser will also make recommendations to the supervision of Adviser as to the Trustees of manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust and Fund's portfolio securities included in the Adviser, Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser will: (a) manage the investment of the assets aggregate U.S. Dollar amount of the Fund in accordance Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased with the FundDesignated Assets, what securities comprising the Designated Assets should be sold, and what portion, if any, of the Designated Assets shall be held uninvested, subject, always, to the restrictions of the Trust's investment objectivesDeclaration of Trust dated July 31, policies 1987, as amended and limitations restated May 6, 1991, and By-Laws, each as stated in amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the Act and the Rules, Regulations and Orders thereunder and the provisions of the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser Information; and subject, further, to the Sub-Adviser and in compliance consulting with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board Adviser in advance of Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with Adviser's determination to purchase any securities except as such assistance as may consultation shall be reasonably requested waived or limited by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairsAdviser. Should the Trustees of the Trust or the Adviser at any time make any definite determination as to investment policy and notify the Sub-Adviser thereof in writingthereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased for or sold from the Designated Assets and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood The Sub-Adviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase or sale of securities for the Fund's account with brokers or dealers selected by it, and to that the Adviser undertakes to discuss with end the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund and any subcustodian as to deliveries of securities, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will advise the Adviser on the same day it gives any such determinations instructions. In connection with the selections of investment policy such brokers or dealers and the placing of such orders, the Sub-Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such suspension amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or restrictions on dealer viewed in terms of either that particular transaction or the right Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to determine what assets of which the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.Sub-Adviser exercises investment discretion

Duties of the Sub-Adviser. Subject The Sub-Adviser shall provide the Trust with such investment management and supervision as the Adviser and the Trust may from time to time consider necessary for the proper supervision of the Trustees Trust’s investments. As investment adviser to the Trust and subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust and under the Adviser1940 Act, all as from time to time amended, the Sub-Adviser will: (ai) manage the shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of the assets of the Fund in accordance with the Fund's investment objectives, policies or exchanged and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board of Trustees what portion of the Trust. The 's assets shall be held uninvested and (ii) is authorized, in its discretion and without prior consultation with the Adviser agrees or the Trust, to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser buy, sell, and otherwise trade in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for any and all types of securities and investment and generally as to the conditions instruments on behalf of the Fund's affairsTrust. Should the Trustees of the Trust or the Adviser at any time time, however, make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. FurtherThe Sub-Adviser shall take, on behalf of the Trust, all actions which they deem necessary or desirable to implement the investment policies of the Trust. The Sub-Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Sub-Adviser, and to that end the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers exd2 071_0041.doc and the placing of such orders, the Sub-Adviser or shall adhere to procedures adopted by the Board of Trustees of the Trust may at any timeTrust, upon written notice copies of which shall be provided to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. The Sub-Adviser will furnish the Adviser with information and advice relating to such portion of the Fund's assets as the Adviser shall from time to time designate (the "Designated Assets"). Subject to the supervision of the Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of the assets Designated Assets on behalf of the Fund in accordance with the Fund's investment objectivesobjective, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Amended and Restated Declaration of Trust dated December 14, 1994, as amended, and Amended and Restated By-Laws, each as from time to time in effect (respectively, the "Declaration" and the "By-Laws") as provided by the Adviser to the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions for with respect to the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisableDesignated Assets; (d) manage otherwise uninvested cash assets with respect to the Designated Assets; (e) as the agent of the Fund, give instructions (including trade tickets) to the custodian and any sub-custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash with respect to the Designated Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ professional portfolio managers to provide research services to the Fund; and (eg) report results to attend periodic meetings of the Board of Trustees of the Trust. The Adviser agrees Trust and (h) obtain all the registrations, qualifications and consents, on behalf of the Fund, which are necessary for the Fund to provide purchase and sell assets in each jurisdiction (other than the United States) in which the Fund's Designated Assets are to be invested (the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. shall promptly Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold and what portion, if any, of the Fund's assets Designated Assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the right of the Sub-Adviser to determine what assets of the Fund Designated Assets shall be purchased or sold or held uninvested, prior to the implementation thereof.

Duties of the Sub-Adviser. Subject (a) The Sub-Adviser shall, subject to the supervision direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with that of the Trustees Board of Trustees, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s investments, investment policies and the purchase, sale or other disposition of securities and other investments; (ii) supervise and monitor continuously the investment program of the Trust Fund and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 6 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercising any consent rights with respect to such securities or investments. (b) The Sub-Adviser shall provide to MassMutual such reports for the Fund, and in such time frames, as MassMutual shall reasonably request or as required by applicable law or regulation. (c) Provided that none of MassMutual, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Sub-Advisory Agreement and subject to the provisions of Section 5 hereof, the Sub-Adviser will: may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (ad) manage the investment of the assets of the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement") as provided by the Adviser Provided that nothing herein shall be deemed to protect the Sub-Adviser and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) place purchase and sale orders for portfolio transactions for the Fund; (c) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (d) employ professional portfolio managers to provide research services to the Fund; and (e) report results to the Board from acts or omissions inmaterial breach of Trustees of the Trust. The Adviser agrees to provide the this Sub-Adviser with such assistance as may be reasonably requested by 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-Adviser in connection with its activities under this Advisory Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. Should the Trustees of the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall not be bound liable for any loss sustained by such determination reason of good faith errors or omissions in connection with any matters to which this Sub-Advisory Agreement relates. (e) The Sub-Adviser shall make all material disclosures to MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control in the Sub-Adviser or any change in its key personnel (being defined as those persons who have oversight of, or substantial involvement in, the day-to-day portfolio transactions for the periodFund), if any, specified information regarding any material adverse change in such notice the condition (financial or until notified that such determination has been revoked. Further, otherwise) of the Sub-Adviser or any person who controls the Trustees Sub-Adviser, information regarding the investment performance and general investment methods of the Trust Sub-Adviser, its principals and affiliates, information that MassMutual reasonably deems material to the Fund or necessary to enable MassMutual to monitor the performance of the Sub-Adviser and information that is required, in the reasonable judgment of MassMutual, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (f) The Sub-Adviser shall provide MassMutual with any information in the Sub-Adviser’s possession necessary for supervising the activities of its personnel, including professional, administrative and clerical personnel, including the compilation and maintenance of such records with respect to the Fund’s operations as may at any timereasonably be required. (g) The Sub-Adviser shall provide MassMutual, upon reasonable prior written notice request by MassMutual to the Sub-Adviser, suspend or restrict with access to inspect at the right Sub-Adviser’s office the books and records of the Sub-Adviser relating to determine what assets of the Fund shall be purchased or sold and what portion, if any, of the Fund's assets shall be held uninvested. It is understood that the Adviser undertakes to discuss with the Sub-Adviser any Adviser’s performance hereunder and such determinations of investment policy other books and any such suspension or restrictions on the right records of the Sub-Adviser as are necessary to determine what assets of confirm that the Fund shall be purchased or sold or held uninvested, prior to the implementation thereofSub-Adviser has complied with its obligations and duties under this Sub-Advisory Agreement. 3.