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

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s '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 '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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard 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 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 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) vote undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercise exercising any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard 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 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 5 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) vote undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercise exercising any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments, including the voting of any proxies relating to the underlying securities in which the Fund invests.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments, provided the custodian for the Fund has furnished such proxy materials and other items in a timely fashion to the Sub-Adviser to enable it to vote or exercise any consent rights.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports (the form of which shall be mutually agreed upon by the Sub-Adviser, MassMutual and the Fund) on the foregoing to the Board of Trustees at each regularly scheduled Board meeting; and (v) vote or exercise any consent rights (with the assistance of a third party service provider if deemed appropriate by Sub-Adviser) with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each quarterly Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with that of the Disclosure DocumentsBoard of Trustees, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s '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 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 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) vote undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser's obligations hereunder, including voting or exercise exercising any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio thereof and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments, provided the custodian for the Fund has furnished such proxy materials and other items in a timely fashion to the Sub-Adviser to enable it to vote or exercise any consent rights.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with that of the Disclosure DocumentsBoard of Trustees, (i) regularly provide investment advice and recommendations to the Fund, directly or through MassMutual, with respect to the Fund’s '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 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 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) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard of Trustees, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each quarterly Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard 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 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 5 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 for each Board meeting; and (v) vote undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting proxies or exercise exercising any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio the Portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such the securities or investmentsinvestments held in the Portfolio.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting, upon reasonable request by the Board; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies and consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard 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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights proxies with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s '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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting, upon reasonable request by the Board; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s '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 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 Fund; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting, upon reasonable request by the Board; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the Fund’s Portfolio'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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s 's Board of Trustees or MassMutual, to the extent MassMutual’s 's direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any consent rights with respect to such securities or investments, provided the custodian for the Fund has furnished such proxy materials and other items in a timely fashion to the Sub-Adviser to enable it to vote or exercise any consent rights.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the 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 Disclosure DocumentsBoard of Trustees, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 5 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote undertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser’s obligations hereunder, including voting or exercise exercising any consent rights with respect to such securities or investments.

Duties of the Sub-Adviser. (a) The Sub-Adviser shall, subject to the direction and control by the Trust’s Board of Trustees or MassMutual, to the extent MassMutual’s direction is not inconsistent with the Disclosure Documents, (i) regularly provide investment advice and recommendations to the FundPortfolio, directly or through MassMutual, with respect to the FundPortfolio’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 Fund Portfolio and the composition of its portfolio and determine what securities or other investments shall be purchased or sold by the FundPortfolio; (iii) arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and other investments for the Fund Portfolio and the sale of securities and other investments held in the portfolio of the FundPortfolio; (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting; and (v) vote or exercise any proxies or other consent rights with respect to such securities or investments, provided the custodian for the Fund has furnished such proxy materials and other items in a timely fashion to the Sub-Adviser to enable it to vote or exercise any consent rights.