Common use of Use of Names Clause in Contracts

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

Use of Names. (a) The parties agree that the names of both the Sub-Adviser MML Advisers and MassMutual, the names of any affiliates of MML Advisers and of the Sub-Adviser or MassMutual Trust and Fund and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual MML Advisers and each company’s affiliates. MassMutual such affiliates and the Fund Trust and Fund. The Subadviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MML Advisers or the Sub-AdviserTrust, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effectthe case may be. SimilarlyThe Subadviser acknowledges and agrees that, the Sub-Adviser shall have the right to if it makes any unauthorized use of any such name(s)names, derivatives, logos, trademarks or service marks or trade names names, MML Advisers and/or such affiliates or the Trust and Fund shall suffer irreparable harm for which monetary damages are inadequate and thus, such entities shall be entitled to injunctive relief without the necessity of posting bond. (b) The Subadviser’s name and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of Subadviser. MML Advisers shall have the right to use the Subadviser’s name, derivative, logo, trademark or service ▇▇▇▇ or trade name only with the Subadviser’s prior written approval of MassMutualapproval, which approval shall not be unreasonably withheld withheld. MML Advisers acknowledges and agrees that, if it makes any unauthorized use of any such names, derivatives, logos, trademarks or delayed so long as this Sub-Advisory Agreement is in effectservice marks or trade names, Subadviser shall suffer irreparable harm for which monetary damages are inadequate and thus, the Subadviser shall be entitled to injunctive relief without the necessity of posting bond. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. . (c) Upon the termination of this Sub-Advisory Subadvisory Agreement, MML Advisers or the Sub-Adviser, MassMutual and Subadviser shall each cease using the Fund shall forthwith cease to use such name(s)name, derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviserother, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive reliefexcept as each may agree in writing.

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

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutualBabson Capital, the names of any affiliates of the Sub-Adviser or MassMutual Babson Capital and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual Babson Capital and each company’s affiliates. MassMutual Babson Capital and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutualBabson Capital, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual Babson Capital and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual Babson Capital and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual Babson Capital or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual Babson Capital or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual Babson Capital or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or derivative, logo, trademark, service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectusesprospectuses and statements of additional information, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or trademarks, service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties party any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the Fund shall have the right to use such the Sub-Adviser’s and its affiliates’ name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such MassMutual’s, the Fund’s and their affiliates’ name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. approval if the trademark is used in accordance with the guidelines set forth in Appendix B. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s company’sits affiliates. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties partiesSub-Adviser any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their theirits affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so tso that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are areit is referred to, it being agreed that each party partythe Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another partyparty’sthe Sub-Adviser’s namesnamess, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties partiesSub-Adviser shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties partiesSub-Adviser shall be entitled to injunctive relief.

Use of Names. (a) The parties agree Sub-Adviser acknowledges and agrees that the names of both the Sub-Adviser Scudder Value Series, and MassMutual, the names of any affiliates of the Sub-Adviser Scudder (whether used by themselves or MassMutual and any derivative or logo or trademark or service ▇▇ ▇▇mbination with othe▇ ▇▇▇▇ ▇▇), and abbreviations or trade name logos associated with those names, are the valuable property of the Sub-AdviserAdviser and its affiliates; that the Fund, MassMutual the Adviser and each company’s affiliates. MassMutual and the Fund shall their affiliates have the right to use such name(s)names, derivativesabbreviations and logos; and that the Sub-Adviser shall use the names Scudder Value Series and Scudder, and associated abbreviations ▇▇▇ logos, trademarks or service marks or trade names only in ▇▇▇▇▇▇tion with the Sub-Adviser's performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or referring to Scudder Value Series, Scudder, or Scudder-Dreman High Return Equit▇ ▇▇▇▇ or any abbrevi▇▇▇▇▇▇ or lo▇▇▇ ▇▇▇▇▇▇▇▇▇d with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the High Return Series in the Sub-Adviser's marketing material as long as such marketing material does not constitute "sales literature" or "advertising" for the High Return Series, as those terms are used in the rules, regulations and guidelines of the SEC and the National Association of Securities Dealers, Inc. (b) The Adviser acknowledges that "Dreman" is distinctive in connection with investment advisory and related services provided by the Sub-Adviser, the "Dreman" name is a property right of the Sub-Adviser, which approval shall not and the "Dreman" name as used in the name of the High Return Series is understood to be unreasonably withheld or delayed used by the Fund upon the conditions hereinafter set forth; provided that the Fund may use such name only so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have be retained as the right investment sub-adviser of the High Return Series pursuant to the terms of this Agreement. (c) The Adviser acknowledges that the Fund and its agents may use such name(s), derivatives, logos, trademarks or service marks or trade names only the "Dreman" name in the name of the High Return Series for the period set forth herein in a manner not inconsistent with the prior written approval interests of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this the Sub-Advisory Agreement is in effect. It is understood Adviser and that certain materials used the rights of the Fund and its agents in the ordinary course "Dreman" name are limited to their use as a component of businessthe High Return Series name and in connection with accurately describing the activities of the High Return Series, such as prospectuses, financial reports, fund fact sheets including use with marketing and materials provided other promotional and informational material relating to the Trustees, do not require such prior approvalHigh Return Series. Upon termination of this In the event that the Sub-Advisory AgreementAdviser shall cease to be the investment sub-adviser of the High Return Series, then the Fund at its own or the Adviser's expense, upon the Sub-Adviser, MassMutual and the Fund 's written request: (i) shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The the Sub-Adviser's name as part of the name of the High Return Series or for any other commercial purpose (other than referring to the High Return Series' former name in the Fund's Registration Statement, MassMutual proxy materials and other Fund documents to the extent required by law, referring to the Fund's performance record for the period for which the Sub-Adviser subadvised the Adviser in respect of the Fund agree that they will each review with and, for a reasonable period using the other parties name in informing others of the name change); and (ii) shall use its best efforts to cause the Fund's officers and directors to take any advertisement, sales literature, and all actions which may be necessary or notice prior desirable to its use that makes reference effect the foregoing and to reconvey to the Sub-Adviser, MassMutual Adviser all rights which the Fund may have to such name. The Adviser agrees to take any and all reasonable actions as may be necessary or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that desirable to effect the foregoing and the Sub-Adviser agrees to allow the Fund and its agents a reasonable time to effectuate the foregoing. (d) The Sub-Adviser hereby agrees and consents to the use of the Sub-Adviser, MassMutual or their affiliates may review 's name upon the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws foregoing terms and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive reliefconditions.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutualMassMutual and of the Fund, the names of any affiliates of the Sub-Adviser or and MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates, respectively. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names of the Sub-Adviser (the “Sub-Adviser Marks”) only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Any goodwill arising from the use by MassMutual or the Fund of the Sub-Adviser Marks shall inure to the Sub-Adviser. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names of MassMutual or the Fund (the “MassMutual Marks”) only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Any goodwill arising from the use by the Sub-Adviser of the MassMutual Marks shall inure to MassMutual or the Fund, respectively. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such the other party’s name(s), derivatives, logos, trademarks or service marks or trade names, as applicable. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual MassMutual, the Fund or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The Trust is named the Northern Lights Fund Trust, and each Fund may be identified, in part, by the name “Northern Lights.” The Fund may be identified, in part, by the name “Winans” only so long as Winans International, Inc. is the investment subadviser to the Fund. Notwithstanding the foregoing paragraph, the parties agree that the names of both the Sub-Adviser Advisor and MassMutualthe Trust, the names of any affiliates of the Sub-Adviser Advisor or MassMutual the Trust and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-AdviserAdvisor, MassMutual the Trust and each company’s affiliates, respectively. MassMutual The Trust and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names in respect of the Fund only and only with the prior written approval of the Sub-AdviserAdvisor, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser Advisor shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names in respect of the Trust only and only with the prior written approval of MassMutualthe Trust, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and internal materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-AdviserAdvisor, MassMutual the Trust and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-AdviserAdvisor, MassMutual the Trust and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-AdviserAdvisor, MassMutual the Trust or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-AdviserAdvisor, MassMutual the Trust or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-AdviserAdvisor, MassMutual the Trust or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to seek injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates, as the case may be. MassMutual and the Fund shall have the right to use such the name(s), derivatives, logos, trademarks or service marks or trade names of the Sub-Adviser or its affiliates only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such the name(s), derivatives, logos, trademarks or service marks or trade names of MassMutual or its affiliates only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this the Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such each other’s name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliatessuch other parties, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names of such other parties so that the Sub-Adviser, MassMutual or their affiliates reviewing party may review the context in which they are it is referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or and MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name (collectively, “Sub-Adviser’s Marks” and “MassMutual’s Marks,” respectively) are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names Sub-Adviser’s Marks only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names MassMutual’s Marks only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided Fund Documents are subject to the Trustees, do not require such prior approvalapproval provisions in Section 12. Upon termination of this Sub-Advisory AgreementAgreement and in the event a new or successor Agreement with Sub-Adviser is not concluded, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade namesnames from all materials (including websites). The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates, respectively. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names in respect of the Fund only and only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names in respect of the Fund only and only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and internal materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to seek injunctive relief.

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

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or and MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliatesaffiliates (respectively the “Sub-Adviser Marks” and the “MassMutual Marks”). MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names the Sub-Adviser Marks only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names the MassMutual Marks only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

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

Use of Names. (a) The parties agree Sub-Adviser acknowledges and agrees that the names name Scudder, and abbreviations or logos associated with said name, are ▇▇▇ ▇▇luable property of both Adviser and its affiliates; that the Fund, Adviser and their affiliates have the right to use said name, abbreviations and logos; and that the Sub-Adviser shall use said name, and MassMutualassociated abbreviations and logos, only in connection with the names Sub-Adviser's performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any affiliates of sort, Sub-Adviser agrees to obtain prior written approval from Adviser before using or referring to Scudder Variable Series II, Scudder or SVS Dreman High Return Equit▇ ▇▇▇▇▇olio or any abbreviat▇▇▇▇ ▇▇ logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the SVS Dreman High Return Equity Portfolio in the Sub-Adviser's marketing material as long as such marketing material does not constitute "sales literature" or MassMutual "advertising" for the High Return Series, as those terms are used in the rules, regulations and any derivative or logo or trademark or service ▇▇▇▇ or trade guidelines of the SEC and the National Association of Securities Dealers, Inc. (b) Adviser acknowledges that "Dreman" is distinctive in connection with investment advisory and related services provided by the Sub-Adviser, the "Dreman" name are the valuable is a property right of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the "Dreman" name as used in the name of the High Return Series is understood to be used by the Fund upon the conditions hereinafter set forth; provided that the Fund may use such name only so long as the Sub-Adviser shall have be retained as the investment sub-adviser of the High Return Series pursuant to the terms of this Agreement. (c) Adviser acknowledges that the Fund and its agents may use the "Dreman" name in the name of the High Return Series for the period set forth herein in a manner not inconsistent with the interests of the Sub-Adviser and that the rights of the Fund and its agents in the "Dreman" name are limited to their use as a component of the High Return Series name and in connection with accurately describing the activities of the High Return Series, including use with marketing and other promotional and informational material relating to the High Return Series. In the event that the Sub-Adviser shall cease to be the investment sub-adviser of the High Return Series, then the Fund at its own or the Adviser's expense, upon the Sub-Adviser's written request: (i) shall cease to use the Sub-Adviser's name as part of the name of the High Return Series or for any other commercial purpose (other than the right to refer to the High Return Series' former name in the Fund's Registration Statement, proxy materials and other Fund documents to the extent required by law and, for a reasonable period the use of the name in informing others of the name change); and (ii) shall use its best efforts to cause the Fund's officers and directors to take any and all actions which may be necessary or desirable to effect the foregoing and to reconvey to the Sub-Adviser all rights which the Fund may have to such name(s), derivatives, logos, trademarks name. Adviser agrees to take any and all reasonable actions as may be necessary or service marks or trade names only with desirable to effect the prior written approval foregoing and Sub-Adviser agrees to allow the Fund and its agents a reasonable time to effectuate the foregoing. (d) The Sub-Adviser hereby agrees and consents to the use of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, 's name upon the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets foregoing terms and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive reliefconditions.

Use of Names. The parties agree that the names of both BAMA, BIIL and the Sub-Adviser and MassMutualFund, the names of any affiliates of BAMA, BIIL or the Sub-Adviser or MassMutual Fund and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of BAMA, BIIL, the Sub-Adviser, MassMutual Fund and each company’s affiliates, as applicable. MassMutual BIIL, and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-AdviserBAMA, which approval shall not be unreasonably withheld or delayed so long as this Sub-Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser BAMA shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutualBIIL or the Fund, which approval shall not be unreasonably withheld or delayed so long as this Sub-Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Sub-Advisory Agreement, the Sub-AdviserBAMA, MassMutual BIIL and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-AdviserBAMA, MassMutual BIIL and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-AdviserBAMA, MassMutual BIIL or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that BAMA, BIIL, the Sub-Adviser, MassMutual Fund or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-AdviserBAMA, MassMutual BIIL or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. (a) The parties agree Sub-Adviser acknowledges and agrees that the names name Scudder, and abbreviations or logos associated with said name, ar▇ ▇▇▇ ▇aluable property of both Adviser and its affiliates; that the Fund, Adviser and their affiliates have the right to use said name, associated abbreviations and logos; and that the Sub-Adviser shall use said name Deutsch, and MassMutualassociated abbreviations and logos, the names of any affiliates of only in connection with the Sub-Adviser's performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, Sub-Adviser agrees to obtain prior written approval from Adviser before using or MassMutual and referring to Scudder Equity Trust, Scudder, or Scudder-Dreman Financial Se▇▇▇▇▇▇ Fund or any derivative or logo or trademark or service abbrev▇▇▇▇▇▇▇ or trade lo▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Scudder-Dreman Financial Services Fund in the Sub-Adviser's mark▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as long as such marketing material does not constitute "sales literature" or "advertising" for the Financial Services Series, as those terms are used in the rules, regulations and guidelines of the SEC and the National Association of Securities Dealers, Inc. (b) Adviser acknowledges that "Dreman" is distinctive in connection with investment advisory and related services provided by the Sub-Adviser, the "Dreman" name are the valuable is a property right of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the "Dreman" name as used in the name of the Financial Services Series is understood to be used by the Fund upon the conditions hereinafter set forth; provided that the Fund may use such name only so long as the Sub-Adviser shall have be retained as the investment sub-adviser of the Financial Services Series pursuant to the terms of this Agreement. (c) Adviser acknowledges that the Fund and its agents may use the "Dreman" name in the name of the Financial Services Series for the period set forth herein in a manner not inconsistent with the interests of the Sub-Adviser and that the rights of the Fund and its agents in the "Dreman" name are limited to their use as a component of the Financial Services Series name and in connection with accurately describing the activities of the Financial Services Series, including use with marketing and other promotional and informational material relating to the Financial Services Series. In the event that the Sub-Adviser shall cease to be the investment sub-adviser of the Financial Services Series, then the Fund at its own or the Adviser's expense, upon the Sub-Adviser's written request: (i) shall cease to use the Sub-Adviser's name as part of the name of the Financial Services Series or for any other commercial purpose (other than the right to refer to the Financial Services Series' former name in the Fund's Registration Statement, proxy materials and other Fund documents to the extent required by law and, for a reasonable period the use of the name in informing others of the name change); and (ii) shall use its best efforts to cause the Fund's officers and directors to take any and all actions which may be necessary or desirable to effect the foregoing and to reconvey to the Sub-Adviser all rights which the Fund may have to such name(s), derivatives, logos, trademarks name. Adviser agrees to take any and all reasonable actions as may be necessary or service marks or trade names only with desirable to effect the prior written approval foregoing and Sub-Adviser agrees to allow the Fund and its agents a reasonable time to effectuate the foregoing. (d) The Sub-Adviser hereby agrees and consents to the use of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, 's name upon the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets foregoing terms and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive reliefconditions.

Use of Names. The parties to this Agreement agree that the names of both the Sub-Adviser and MassMutualname "Capital International, Inc.", the names of any affiliates of the Sub-Adviser or MassMutual Adviser's affiliates within The Capital Group Companies, Inc., and any derivative or logo or trademark or service ▇▇▇▇ mark or trade name (including, but not limited to, the Capital Group, the American Funds, and the American Funds Insurance Series groups of exchange-traded or mutual funds) are the valuable property of the Sub-Adviser, MassMutual Adviser and each company’s its affiliates. MassMutual The Investment Adviser and the Fund Trust shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual Investment Adviser and the Fund Trust shall forthwith immediately cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual Investment Adviser and the Fund Trust agree that they will each review with provide the other parties Sub-Adviser any advertisement, sales literature, or notice at least ten (10) business days prior to its use that makes reference to the Sub-Adviser, MassMutual Adviser or their affiliates, as applicable, its affiliates or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates Adviser may review the context in which they are it is referred to, it being agreed that each party the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Advisers Act or other applicable laws and regulations. If Notwithstanding the first paragraph of this Section 14, upon review of such advertisement, sales literature, or notice, the Sub-Adviser, MassMutual or the Fund makes any unauthorized Adviser may withhold use of another party’s namesany name(s), derivatives, logos, trademarks or trademarks, service marks or trade namesnames in such publication in the Sub-Adviser’s sole discretion. The Sub-Adviser agrees that it shall not use the Investment Adviser’s name, trademarks or service marks, or refer to Investment Adviser directly or indirectly in any media release, public announcement or public disclosure, including in any promotional or marketing materials, customer lists, referral lists, websites or business presentations, without the Investment Adviser’s prior written consent for each such use or release, which consent shall be given in the Investment Adviser’s sole discretion. For avoidance of doubt, the parties acknowledge that Sub-Adviser may use the other parties shall suffer irreparable harm for which monetary damages are inadequate name of the Trust and thus, the other parties shall be entitled to injunctive reliefFunds in public disclosures without the written consent of the Investment Adviser or the Trust.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval, but will be provided upon request. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

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

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or and MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates, respectively. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. The Sub-Adviser, MassMutual and the Fund agree to comply with any reasonable guidelines regarding the use of such name(s), derivatives, logos, trademarks or service marks or trade names as the Sub-Adviser, MassMutual and the Fund may from time to time provide in writing to each other. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to seek injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇m▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s company’sits affiliates. MassMutual and the Fund shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties Sub-Adviser any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual or their theirits affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so tso that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are areit is referred to, it being agreed that each party partythe Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another partyparty’sthe Sub-Adviser’s namesnamess, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties partiesSub-Adviser shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties partiesSub-Adviser shall be entitled to injunctive relief.

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

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

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

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the Company and the names of any affiliates of the Sub-Adviser or MassMutual and the Company and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual the Company, and each company’s their affiliates, respectively. MassMutual and the Fund The Company shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names of the Adviser or its affiliates (the “Adviser Marks”) only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Any goodwill arising from the use by the Company of the Adviser Marks shall inure to the Adviser. Similarly, the Sub-Adviser shall have the right to use such name(s), derivatives, logos, trademarks or service marks or trade names of the Company or its affiliates (the “Company Marks”) only with the prior written approval of MassMutualthe Company, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Any goodwill arising from the use by the Adviser of the Company Marks shall inure to the Company. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the TrusteesDirectors, do not require such prior approval. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual Adviser and the Fund Company shall forthwith cease to use such the other party’s name(s), derivatives, logos, trademarks or service marks or trade names, as applicable. The Sub-Adviser, MassMutual Adviser and the Fund Company agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Adviser, MassMutual the Company, or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual the Company or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual Adviser or the Fund Company makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.

Use of Names. The parties agree that the names of both the Sub-Adviser and MassMutual, the names of any affiliates of the Sub-Adviser or MassMutual and any derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable property of the Sub-Adviser, MassMutual and each company’s affiliates. MassMutual and the Fund shall have the right to use such the Sub-Adviser’s and its affiliates’ name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Adviser, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. Similarly, the Sub-Adviser shall have the right to use such MassMutual’s, the Fund’s and their affiliates’ name(s), derivatives, logos, trademarks or service marks or trade names only with the prior written approval of MassMutual, which approval shall not be unreasonably withheld or delayed so long as this Sub-Advisory Agreement is in effect. It is understood that certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Trustees, do not require such prior approval. approval if the trademark is used in accordance with the guidelines set forth in Appendix B. Upon termination of this Sub-Advisory Agreement, the Sub-Adviser, MassMutual and the Fund shall forthwith cease to use such name(s), derivatives, logos, trademarks or service marks or trade names. The Sub-Adviser, MassMutual and the Fund agree that they will each review with the other parties any advertisement, sales literature, or notice prior to its use that makes reference to the Sub-Sub- Adviser, MassMutual or their affiliates, as applicable, or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Sub-Adviser, MassMutual or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the form or content of such materials used by the other parties for purposes of the Act or other applicable laws and regulations. If the Sub-Adviser, MassMutual or the Fund makes any unauthorized use of another party’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the other parties shall suffer irreparable harm for which monetary damages are inadequate and thus, the other parties shall be entitled to injunctive relief.