0000950109-02-000927 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Small Company Value Fund
Sub-Advisory Agreement • February 20th, 2002 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this "Sub-Advisory Agreement"), is by and between T. Rowe Price Associates, Inc. (the "Sub-Adviser") and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts ("MassMutual"), for the MassMutual Small Company Value Fund (the "Fund"), a series of MassMutual Institutional Funds (the "Trust"), a Massachusetts business trust which is an open-end diversified management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Act"), effective as of the 31st day of December, 2001.

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INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Small Company Value Fund
Investment Sub-Advisory Agreement • February 20th, 2002 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this "Sub-Advisory Agreement"), is by and between Clover Capital Management, Inc. (the "Sub-Adviser") and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts ("MassMutual"), for the MassMutual Small Company Value Fund (the "Fund"), a series of MassMutual Institutional Funds (the "Trust"), a Massachusetts business trust which is an open-end diversified management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Act"), effective as of the 31st day of December, 2001.

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Fundamental Value Fund
Massmutual Institutional Funds • February 20th, 2002 • Massachusetts

This Investment Sub-Advisory Agreement (this "Sub-Advisory Agreement"), is by and between Wellington Management Company, LLP (the "Sub-Adviser") and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts ("MassMutual"), for the MassMutual Fundamental Value Fund (the "Fund"), a series of MassMutual Institutional Funds (the "Trust"), a Massachusetts business trust which is an open-end diversified management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Act"), effective as of the 31st day of December, 2001.

CLASS L SHAREHOLDER SERVICE AGREEMENT
Class L Shareholder Service Agreement • February 20th, 2002 • Massmutual Institutional Funds • Massachusetts

This CLASS L SHAREHOLDER SERVICE AGREEMENT is being entered into as of the 31st day of December, 2001 between MassMutual Institutional Funds (the "Trust"), in respect of the classes of shares of its Funds set forth on Schedule A hereto, and Massachusetts Mutual Life Insurance Company (the "Service Agent"). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

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