0000950109-03-002452 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Small Company Growth Fund
Investment Sub-Advisory Agreement • April 29th, 2003 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Allied Investment Advisors, 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 Growth 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 1st day of April, 2003.

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INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Indexed Equity Fund
Sub-Advisory Agreement • April 29th, 2003 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Northern Trust Investments, 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 Indexed Equity 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 January, 2003.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2003 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Janus Capital Management LLC (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 Aggressive Growth 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 3rd day of April, 2002.

SUB-DISTRIBUTOR’S AGREEMENT BETWEEN AND OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Sub-Distributor’s Agreement • April 29th, 2003 • Massmutual Institutional Funds
Amendment dated February 11, 2002 to Administrative and Shareholder Services Agreements
Massmutual Institutional Funds • April 29th, 2003

WHEREAS, MassMutual Institutional Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).

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