Common use of General Provision Clause in Contracts

General Provision. The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of the Manager’s best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (a) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time (collectively referred to as the “Trust Documents”); (d) policies and determinations of the Board of Trustees of the Trust; (e) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/or (f) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees the benefit of the Manager’s 's best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (a) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time (collectively referred to as the “"Trust Documents”"); (d) policies and determinations of the Board of Trustees of the Trust; (e) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s 's shareholders; and/or (f) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust (a) MassMutual hereby employs the Manager Sub-Adviser and the Manager Sub-Adviser hereby undertakes to act as the investment manager sub-adviser of the Fund, Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees Trustees, directly or through MassMutual, the benefit of the ManagerSub-Adviser’s best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable ensure the Fund to conform conforms to: (ai) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (bii) any other applicable provisions of state or federal law; (ciii) the provisions of the Agreement and Declaration of Trust and By-Laws Bylaws of the Trust Trust, as amended from time to time (collectively referred to as the “Trust Documents”); (div) policies and determinations of the Board of Trustees of the TrustTrust and MassMutual; (ev) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/orand (fvi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Manager Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust MassMutual with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust (a) MassMutual hereby employs the Manager Sub-Adviser and the Manager Sub-Adviser hereby undertakes to act as the investment manager sub-adviser of the Fund, Fund to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager Sub-Adviser shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees Trustees, directly or through MassMutual, the benefit of the Manager’s Sub-Adviser's best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable ensure the Fund to conform conforms to: (ai) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (bii) any other applicable provisions of state or federal law; (ciii) the provisions of the Agreement and Declaration of Trust and By-Laws Bylaws of the Trust Trust, as amended from time to time (collectively referred to as the “"Trust Documents”"); (div) policies and determinations of the Board of Trustees of the TrustTrust and MassMutual; (ev) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement under the Act or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s 's shareholders; and/orand (fvi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. time (collectively referred to as the "Disclosure Documents"). (b) The appropriate officers and employees of the Manager Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust MassMutual with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust Trust, on behalf of each Fund, hereby employs the Manager Adviser, and the Manager Adviser hereby undertakes to act act, as the investment manager adviser of the Fund, to provide investment advice Fund and to perform for the Fund such other duties and functions as are hereinafter set forthforth for the compensation herein provided. The Manager Adviser shall, in all matters, give to the Fund Trust and the Trust’s its Board of Trustees (the “Board”) the benefit of the Manager’s its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund Trust and the Funds to conform to: to (ai) the provisions of the Act, the Advisers Investment Company Act and any the rules or regulations thereunder; , (bii) any other applicable provisions of state or federal law; , (ciii) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust Trust, as may be amended from time to time time, (collectively referred to as iv) any policies established by the “Trust Documents”); Board; (d) policies and determinations of the Board of Trustees of the Trust; (ev) the fundamental and non-fundamental investment objective, investment policies and investment restrictions of the Fund as reflected in its Prospectus and Statement of Additional Information (“SAI”), as each may be amended or supplemented from time to time, included in the Trust’s registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/or and (fvi) as otherwise applicable, the Prospectus and Statement SAI of Additional Information of the each Fund in effect from time to time. The appropriate officers and employees of the Manager Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter matters dealing with the business and affairs of the FundTrust, such as including the valuation of any Fund’s portfolio securities of for which market prices are unavailable or for which the Fund, including but not limited to securities that Adviser believes the market prices are either not registered for public sale or securities not traded on any securities marketunreliable.

General Provision. The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees the benefit of the Manager’s 's best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (a) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions of the Agreement and Declaration of Trust and By-By- Laws of the Trust as amended from time to time (collectively referred to as the “"Trust Documents”"); (d) policies and determinations of the Board of Trustees of the Trust; (e) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s 's shareholders; and/or (f) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust (a) MassMutual hereby employs the Manager Sub-Adviser and the Manager Sub-Adviser hereby undertakes to act as the investment manager sub-adviser of the Fund, Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager Sub-Adviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees Trustees, directly or through MassMutual, the benefit of the ManagerSub-Adviser’s best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable ensure the Fund to conform Portfolio conforms to: (ai) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (bii) any other applicable provisions of state or federal law; (ciii) the provisions of the Agreement and Declaration of Trust and By-Laws Bylaws of the Trust Trust, as amended from time to time (collectively referred to as the “Trust Documents”); (div) policies and determinations of the Board of Trustees of the TrustTrust and MassMutual; (ev) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/orand (fvi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. time (collectively referred to as the “Disclosure Documents”). (b) The appropriate officers and employees of the Manager Sub-Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust MassMutual with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.

General Provision. The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Manager shall, in all matters, give to the Fund and the Trust’s 's Board of Trustees the benefit of the Manager’s 's best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (a) the provisions of the Act, the Advisers Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions of the Agreement and Declaration of Trust and By-By- Laws of the Trust as amended from time to time (collectively referred to as the “"Trust Documents”"); (d) policies and determinations of the Board of Trustees of the Trust; (e) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s 's registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s 's shareholders; and/or (f) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund, such as the valuation of portfolio securities of the Fund, including but not limited to securities that are either not registered for public sale or securities not traded on any securities market.