INVESTMENT SUB-ADVISORY AGREEMENT

 INVESTMENT SUB-ADVISORY AGREEMENT


 
 EXHIBIT
   D(9)
  
 
INVESTMENT
   SUB-ADVISORY AGREEMENT
  
 
        This Investment
   Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and
   between Janus Capital Corporation (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 1st day of May, 2000.
  
 
        WHEREAS, the Trust
   has appointed MassMutual as the investment adviser for the Fund pursuant to
   the terms of an Investment Advisory Agreement (the “Advisory
   Agreement”);
  
 
        WHEREAS, the Advisory
   Agreement provides that MassMutual may, at its option, subject to approval
   by the Trustees of the Trust and, to the extent necessary, the shareholders
   of the Fund, appoint a sub-adviser to assume certain responsibilities and
   obligations of MassMutual under the Advisory Agreement;
  
 
        WHEREAS, MassMutual
   and the Sub-Adviser are investment advisers registered with the Commission
   as such under the Investment Advisers Act of 1940, as amended (the
   “Advisers Act”); and
  
        WHEREAS, MassMutual
   desires to appoint the Sub-Adviser as its sub-adviser for the Fund and the
   Sub-Adviser is willing to act in such capacity upon the terms herein set
   forth;
  
 
        NOW THEREFORE, in
   consideration of the premises and of the mutual covenants herein contained,
   MassMutual, the Fund and the Sub-Adviser, the parties hereto, intending to
   be legally bound, hereby agree as follows:
  
 
1.  General Provision.
  
 
        (a) 
    MassMutual hereby employs the Sub-Adviser and the Sub-Adviser hereby
   undertakes to act as the investment sub-adviser of the Fund to provide
   investment advice and to perform for the Fund such other duties and
   functions as are hereinafter set forth. The Sub-Adviser shall, in all
   matters, give to the Fund and the Trust’s Board of Trustees, directly
   or through MassMutual, the benefit of the Sub-Adviser’s best judgment,
   effort, advice and recommendations and shall, at all times conform to, and
   use its best efforts to ensure the Fund conforms to:
  

 
 
        (i)  the
     provisions of the Act and any rules or regulations thereunder;
   
  
 
  

 
 
        (ii)  any
     other applicable provisions of state or federal law;
   
  
 
  

 
 
        (iii) 
      the provisions of the Agreement and Declaration of Trust and Bylaws
     of the Trust, as amended from time to time (collectively referred to as
     the “Trust Documents”);
   
  
 
  

 
 
        (iv) 
      policies and determinations of the Board of Trustees of the Trust
     and MassMutual;
   
  
 
  

 
 
        (v)  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
     Fund’s shareholders; and
   
  
 
  

 
 
        (vi)  the
     Prospectus and Statement of Additional Information of the Fund in effect
     from time to time (collectively referred to as the “Disclosure
     Documents”).
   
  
 
  
 
        (b)  The
   appropriate officers and employees of the Sub-Adviser shall be available
   upon reasonable notice for consultation with any of the Trustees and
   officers of the Trust and 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, provided, however, that the parties agree that the Sub-Adviser is not
   responsible for valuation of portfolio securities.
  
 
2.  Duties of the Sub-Adviser.
  
 
        (a)  The
   Sub-Adviser shall, subject to the direction and control by the Trust’s
   Board of Trustees or MassMutual, to the extent MassMutual’s direction
   is not inconsistent with that of the Board of Trustees, (i) regularly
   provide investment advice and recommendations to the Fund, directly or
   through MassMutual, with respect to the Fund’s investments, investment
   policies and the purchase, sale or other disposition of securities and other
   investments; (ii) supervise and monitor continuously the investment program
   of the Fund and the composition of its portfolio and determine what
   securities or other investments shall be purchased or sold by the Fund;
   (iii) arrange, subject to the provisions of Section 5 hereof, for the
   purchase of securities and other investments for the Fund and the sale of
   securities and other investments held in the portfolio of the Fund; (iv)
   provide reports on the foregoing to the Board of Trustees for each Board
   meeting; and (v) undertake to do anything incidental to the foregoing to
   facilitate the performance of the Sub-Adviser’s obligations hereunder,
   including voting proxies or exercising any consent rights with respect to
   such securities or investments.
  
 
        (b)  The
   Sub-Adviser shall provide to MassMutual such reports for the Fund, and in
   such time frames, as MassMutual shall reasonably request or as required by
   applicable law or regulation.
  
 
        (c) 
    Provided that none of MassMutual, the Fund or the Trust shall be
   required to pay any compensation other than as provided by the terms of this
   Sub-Advisory Agreement and subject to the provisions of Section 7 hereof,
   the Sub-Adviser may obtain investment information, research or assistance
   from any other person, firm or corporation to supplement, update or
   otherwise improve its investment management services.
  
 
        (d)  Except
   as may otherwise be provided by the Act or other federal securities laws,
   neither Sub-Adviser nor any of its affiliates, officers, directors,
   shareholders, employees or agents shall be liable for any loss, liability,
   cost, damage or expense (including reasonable attorneys’ fees and
   costs) (collectively referred to in this Sub-Advisory Agreement as
   “Losses”), including, without limitation, Losses in connection
   with pricing information or other information provided by Sub-Adviser,
   except for Losses directly resulting from Sub-Adviser’s gross
   negligence, bad faith or willful misconduct.
  
 
        (e)  The
   Sub-Adviser shall make all material disclosures to MassMutual and the Fund
   regarding itself and its partners, officers, directors, shareholders,
   employees, affiliates or any person who controls any of the foregoing,
   including, but not limited to, information regarding any change in control
   in the Sub-Adviser or any change in its key personnel, information regarding
   any material adverse change in the condition (financial or otherwise) of the
   Sub-Adviser or any person who controls the Sub-Adviser, commentary regarding
   the investment performance and general investment methods of the
   Sub-Adviser, its principals and affiliates, with respect to the Fund and
   other funds or accounts which are managed by the same portfolio manager as
   the Fund with substantially the same investment objectives, policies and
   investment strategies, information that MassMutual reasonably deems material
   to the Fund or necessary to enable MassMutual to monitor the performance of
   the Sub-Adviser which is included in the Fund’s Disclosure Documents
   and other sales literature, and information that is required, in the
   reasonable judgment of MassMutual, to be disclosed in any filings required
   by any governmental agency or by any applicable law, regulation, rule or
   order.
  
 
        (f)  The
   Sub-Adviser shall provide MassMutual with any information in the
   Sub-Adviser’s possession necessary for supervising the activities of
   its personnel, including professional, administrative and clerical
   personnel, including the compilation and maintenance of such records with
   respect to the Fund’s operations as may reasonably be
   required.
  
 
        (g)  The
   Sub-Adviser shall provide MassMutual, upon reasonable prior written request
   by MassMutual to the Sub-Adviser, with access to inspect at the
   Sub-Adviser’s office the books and records of the Sub-Adviser relating
   to the Fund and the Sub-Adviser’s performance hereunder and such other
   books and records of the Sub-
 Adviser as are necessary to confirm that the Sub-Adviser has complied with its
   obligations and duties under this Sub-Advisory Agreement.
  
 
        (h)  The
   Sub-Adviser makes no representation or warranty, express or implied, that
   any level of performance or investment results will be achieved by the Fund
   or that the Fund will perform comparably with any standard or index,
   including other clients, whether public or private.
  
 
        (i)  The
   Sub-Adviser shall not be responsible for portfolio accounting, nor shall it
   be required to generate information derived from portfolio accounting data.
   The Sub-Adviser shall be responsible for the preparation and filing of
   Schedule 13G and Form 13F on behalf of the Fund. The Sub-Adviser shall not
   be responsible for the preparation or filing of any reports required of the
   Fund by any governmental or regulatory agency, except as expressly agreed to
   in writing.
  
 
        (j)  The
   Sub-Adviser shall provide standard portfolio monitoring with respect to the
   investment sub-adviser services provided hereunder, provided that MassMutual
   directly or through its custodian shall deliver to the Sub-Adviser all
   information requested by the Sub-Adviser to perform such monitoring.
   Nonetheless, the Sub-Adviser shall have no responsibility to monitor certain
   limitations or restrictions, including, without limitation, the 90% source
   test and all other requirements requiring accounting information from
   MassMutual for which the Sub-Adviser determines it has not been provided
   sufficient information from MassMutual. All such monitoring shall be the
   responsibility of MassMutual.
  
 
3.  Other Activities.
  
 
        (a) 
    Nothing in this Sub-Advisory Agreement shall prevent MassMutual or the
   Sub-Adviser or any officer thereof from acting as investment adviser or
   sub-adviser for any other person, firm, corporation or other entity and
   shall not in any way limit or restrict MassMutual or the Sub-Adviser or any
   of their respective directors, officers, members, stockholders, partners or
   employees from buying, selling, or trading any securities for its own
   account or for the account of others for whom it or they may be acting,
   provided that such activities are in compliance with U.S. federal and state
   securities laws, regulations and rules and will not adversely affect or
   otherwise impair the performance by any party of its duties and obligations
   under this Sub-Advisory Agreement.
  
 
        (b)  The
   Sub-Adviser agrees that it will not knowingly or deliberately favor any
   other account managed or controlled by it or any of its principals or
   affiliates over the Fund. The Sub-Adviser, upon reasonable request and
   receipt of adequate assurances of confidentiality, shall provide MassMutual
   with an explanation of the differences, if any, in performance between the
   Fund and any other account with investment objectives and policies similar
   to the Fund for which the Sub-Adviser, or any one of its principals or
   affiliates, acts as investment adviser (excluding those affiliates the
   Sub-Adviser does not control). To the extent that a particular investment is
   suitable for both the Fund and the Sub-Adviser’s other clients, such
   investment will be allocated among the Fund and such other clients in a
   manner that is fair and equitable in the circumstances.
  
 
4.  Obligations of MassMutual and the
   Fund.
  
 
        (a) 
    MassMutual will provide, or has provided, to the Sub-Adviser the
   information and documents listed on the attached Exhibit A. Throughout the
   term of this Sub-Advisory Agreement, MassMutual shall continue to provide
   such information and documents to the Sub-Adviser, including any amendments,
   updates or supplements to such information or documents before or at the
   time the amendments, updates or supplements become effective. MassMutual
   shall timely furnish the Sub-Adviser with such additional information as may
   be reasonably necessary for or requested by the Sub-Adviser to perform its
   responsibilities pursuant to this Sub-Advisory Agreement.
  
 
        (b) 
    MassMutual shall provide such assistance to the Sub-Adviser in setting
   up and maintaining brokerage accounts and other accounts as the Sub-Adviser
   shall reasonably request to allow for the purchase or sale of various forms
   of securities pursuant to this Sub-Advisory Agreement.
  
 

   5.  Custodian and Fund Accountant.
  
 
        The Fund assets shall
   be maintained in the custody of Investors Bank & Trust Company, 000
   Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or such other custodian
   identified to the Sub-Adviser. Any assets added to the Fund shall be
   delivered directly to such custodian. The Sub-Adviser shall have no
   liability for the acts or omissions of any custodian of the Fund’s
   assets. The Sub-Adviser shall have no responsibility for the segregation
   requirement of the Act or other applicable law. In addition, at the date of
   this Sub-Advisory Agreement, MassMutual has contracted with Investors Bank
   & Trust Company to provide fund accounting services on behalf of the
   Fund. The Sub-Adviser shall have no liability for the acts or omissions of
   Investors Bank & Trust Company or such other fund accountant in
   connection with fund accounting services provided on behalf of the
   Fund.
  
 
6.  Compensation of the Sub-Adviser.
  


 
        (a) 
    MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to
   accept as full compensation for the performance of all functions and duties
   on its part to be performed pursuant to the provisions hereof, a fee paid
   quarterly, in arrears, at the following rate, based on net assets of the
   Fund under Management by the Sub-Adviser: an annual rate of .55% on the
   first $100 million of net assets of the Fund; .50% on the next $400 million
   of net assets of the Fund; and .45% on net assets of the Fund in excess of
   $500 million. MassMutual shall pay the Sub-Adviser such fee not later than
   the tenth (10th) business day immediately following the end of each calendar
   quarter.

  
 
        (b) 
    Expenses.    MassMutual, the Trust and the
   Fund shall assume and pay their respective organizational, operational and
   business expenses not specifically assumed or agreed to be paid by the
   Sub-Adviser pursuant to this Sub-Advisory Agreement. The Sub-adviser shall
   pay its own organizational, operational and business expenses but shall not
   be obligated to pay any expenses of MassMutual, the Trust or the Fund,
   including, without limitation: (a) interest and taxes; (b) brokerage
   commissions and other costs in connection with the purchase or sale of
   securities or other investment instruments of the Fund; and (c) custodian
   fees and expenses. Any reimbursement of management or other fees required by
   an expense limitation provisions and any liability arising out of a
   violation by MassMutual of Section 36(b) of the Act shall be the sole
   responsibility of MassMutual, provided that nothing herein shall relieve
   Sub-Adviser from its own liability under Section 36(b) of the Act with
   respect to its duties under this Sub-Advisory Agreement.
  
 
7.  Portfolio Transactions and
   Brokerage.
  
 
        (a)  The
   Sub-Adviser is authorized, in arranging the purchase and sale of the
   Fund’s publicly-traded portfolio securities, to employ or deal with
   such members of securities exchanges, brokers or dealers (hereinafter
   “broker-dealers”), as may, in its best judgment, implement the
   policy of the Fund to obtain, at reasonable expense, the best execution
   (prompt and reliable execution at the most favorable security price
   obtainable) of the Fund’s portfolio transactions.
  
 
        (b)  The
   Sub-Adviser may effect the purchase and sale of securities (which are
   otherwise publicly traded) in private transactions on such terms and
   conditions as are customary in such transactions, may use a broker to effect
   such transactions, and may enter into a contract in which the broker acts
   either as principal or as agent.
  
 
        (c)  The
   Sub-Adviser shall select broker-dealers to effect the Fund’s portfolio
   transactions on the basis of its estimate of their ability to obtain best
   execution of particular and related portfolio transactions. The abilities of
   a broker-dealer to obtain best execution of particular portfolio
   transaction(s) will be judged by the Sub-Adviser on the basis of all
   relevant factors and considerations including, insofar as feasible, the
   execution capabilities required by the transaction or transactions; the
   ability and willingness of the broker-dealer to facilitate the Fund’s
   portfolio transactions by participating therein for its own account; the
   importance to the Fund of speed, efficiency or confidentiality; the
   broker-dealer’s apparent familiarity with sources from or to whom
   particular securities might be purchased or sold; other matters involved in
   the receipt of brokerage and research services in accordance with Section
   28(e) of the Securities Exchange Act of 1934, as amended; as well as any
   other matters
 relevant to the selection of a broker-dealer for particular and related
   transactions of the Fund; and such other considerations as the Board of
   Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser
   from time to time. Subject to the foregoing, the Sub-Adviser may also
   consider sales of shares of the Fund, or may consider or follow the
   recommendations of MassMutual that take such sales into account, as factors
   in the selection of broker-dealers to effect the Fund’s portfolio
   transactions. Notwithstanding the above, nothing herein shall require the
   Sub-Adviser to use a broker-dealer which provides research services or to
   use a particular broker-dealer which MassMutual has recommended. Particular
   recommendations will be provided separately by MassMutual and the Trustees
   of the Fund, and approved by the Sub-Adviser.
  
 
8.  Representations And Warranties of the
   Sub-Adviser.
  
        The Sub-Adviser
   hereby represents and warrants to the Fund and MassMutual that:
  
        (a)  The
   Sub-Adviser has obtained all required governmental and regulatory licenses,
   registrations and approvals required by law as may be necessary to perform
   its obligations under this Sub-Advisory Agreement and to act as contemplated
   by the Trust Documents and the Disclosure Documents, including without
   limitation registration as an investment adviser under the Advisers Act, and
   will maintain and renew any required licenses, registrations, approvals and
   memberships during the term of this Sub-Advisory Agreement.
  
        (b)  There
   is no pending, or to the best of its knowledge, threatened or contemplated
   action, suit or proceeding before or by any court, governmental,
   administrative or self-regulatory body or arbitration panel to which
   Sub-Adviser or Sub-Adviser’s portfolio manager for the Fund is subject,
   which might reasonably be expected to (i) materially impair the
   Sub-Adviser’s ability to discharge its obligations under this
   Sub-Advisory Agreement, (ii) or result in a matter requiring an amendment to
   the Sub-Adviser’s Form ADV, Part II.
  
 
        (c)  All
   references in the Disclosure Documents concerning the Sub-Adviser and its
   affiliates and the controlling persons, affiliates, stockholders, directors,
   officers and employees of any of the foregoing are accurate in all material
   respects and do not contain any untrue statement of a material fact or omit
   to state a material fact necessary in order to make such information not
   misleading.
  
 
9.  Representations and Warranties of
   MassMutual.
  
 
        (a) 
    MassMutual represents and warrants to the Sub-Adviser the
   following:
  

 
 
        (i) 
      MassMutual has all requisite corporate power and authority under the
     laws of the Commonwealth of Massachusetts and federal securities laws and
     under the Advisory Agreement with the Fund to execute, deliver and perform
     this Sub-Advisory Agreement.
   
  
 
  

 
 
        (ii) 
      MassMutual is a registered investment adviser under the Advisers Act
     and is in material compliance with all other required registrations under
     applicable federal and state law.
   
  
 
  

 
 
        (iii) 
      MassMutual has complied, in all material respects, with all
     registrations required by, and will comply, in all material respects, with
     all applicable rules and regulations of the Commission.
   
  
 
  

 
 
        (iv) 
      MassMutual has received a copy of Part II of Sub-Adviser’s Form
     ADV.
   
  
 
  

 
 
        (v) 
      There is no pending, or to the best of its knowledge, threatened or
     contemplated action, suit or proceeding before or by any court,
     governmental, administrative or self-regulatory body or arbitration panel
     to which MassMutual is subject, which might reasonably be expected to (i)
     materially impair MassMutual’s ability to discharge its obligations
     under this Sub-Advisory Agreement or its Advisory Agreement, (ii) or
     result in a matter requiring an amendment to MassMutual’s Form ADV,
     Part II.
   
  
 
  
 
10.  Covenants.
  
 
        (a) 
    Covenants of the Sub-Adviser.
  

 
 
        (i)  If
     at any time during the term of this Sub-Advisory Agreement, the
     Sub-Adviser discovers any fact or omission, or any event or change in
     circumstance which would make the Sub-Adviser’s representations and
     warranties in Section 8 inaccurate or incomplete in any material respect
     or which might render the
   Disclosure Documents untrue or misleading in any material respect
     (collectively “Sub-Adviser Information”), the Sub-Adviser will
     provide written notification of such Sub-Adviser Information to
     MassMutual, provided that such Sub-Adviser Information is public or
     required to be made public. Prior to its being made public, the
     Sub-Adviser will provide notification to MassMutual regarding such
     Sub-Adviser Information required to be made public. All Sub-Adviser
     Information provided to MassMutual pursuant to this Section 10(a) shall be
     governed by Section 11 of this Sub-Advisory Agreement and shall be treated
     as confidential until such time as it is made public.
   
  
 
  

 
 
        (ii)  The
     Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement,
     and for so long as investment in the Fund is being offered for sale, it
     will provide the Fund and the Sub-Adviser with updated information
     relating to the Sub-Adviser’s performance results as reasonably
     required from time to time by the Fund and MassMutual. The Sub-Adviser
     shall use its best efforts to provide such information within a reasonable
     period of time after the end of the month to which such updated
     information relates and the information is available to it.
   
  
 
  
 
        (b) 
    Covenants of MassMutual. If at any time during the term of this
   Sub-Advisory Agreement, MassMutual discovers any fact or omission, or any
   event or change in circumstance which would make the MassMutual’s
   representations and warranties in Section 9 inaccurate or incomplete in any
   material respect or which might render the Disclosure Documents untrue or
   misleading in any material respect (collectively “MassMutual
   Information”), MassMutual will provide written notification of such
   MassMutual Information to the Sub-Adviser, provided that such MassMutual
   Information is public or required to be made public. Prior to its being made
   public, MassMutual will provide notification to the Sub-Adviser regarding
   MassMutual Information required to be made public. All MassMutual
   Information provided to the Sub-Adviser pursuant to this Section shall be
   governed by Section 11 of this Sub-Advisory Agreement and shall be treated
   as confidential until such time as it is made public.
  
 
11.  Confidentiality.
  
 
        All information and
   advice furnished by one party to the other party (including their respective
   agents, employees and representatives) hereunder shall be treated as
   confidential and shall not be disclosed to third parties, except as may be
   necessary to comply with applicable laws, rules and regulations, subpoenas
   or court orders.
  
 
12.  Duration.
  
 
        Unless terminated
   earlier pursuant to Section 13 hereof, this Sub-Advisory Agreement shall
   remain in effect for a period of two years from the date hereof. Thereafter
   it shall continue in effect from year to year, unless terminated pursuant to
   Section 13 hereof, so long as such continuance shall be approved at least
   annually by the Trust’s Board of Trustees, including the vote of the
   majority of the Trustees of the Trust who are not parties to this
   Sub-Advisory Agreement or “interested persons” (as defined in the
   Act) of any such party cast in person at a meeting called for the purpose of
   voting on such approval, or by the holders of a “majority” (as
   defined in the Act) of the outstanding voting securities of the
   Fund.
  
 
13.  Termination.
  
 
        (a)  This
   Sub-Advisory Agreement shall terminate automatically upon its unauthorized
   assignment (within the meaning of the Act), the termination of the Advisory
   Agreement or the dissolution of the Fund.
  
 
        (b)  The
   Sub-Advisory Agreement may be terminated by MassMutual or the Board of
   Trustees of the Trust: (i) by written notice to the Sub-Adviser with
   immediate effect, if the Sub-Adviser’s registration under the
   Adviser’s Act is suspended, terminated, lapsed or not renewed; (ii) by
   written notice to the Sub-Adviser with immediate effect, if the Sub-Adviser
   is bankrupt or insolvent, seeks an arrangement with creditors, is dissolved
   or terminated or ceases to exist; (iii) by written notice to the Sub-Adviser
   with immediate effect, if MassMutual determines in good faith, for any
   reason, that such termination is appropriate for the protection of the Fund,
   including without limitation a good faith determination by MassMutual or the
   Board of Trustees of the Trust that
 the Sub-Adviser has breached an obligation or duty under this Sub-Advisory
   Agreement; or (iv) in their sole discretion, without penalty, upon ninety
   days prior written notice to Sub-Adviser. This Sub-Advisory Agreement also
   may be terminated at any time, without penalty, by the vote of the holders
   of a “majority” of the outstanding voting securities of the Fund
   (as defined in the Act).
  
 
        (c)  The
   Sub-Advisory Agreement may be terminated by the Sub-Adviser, without penalty
   at any time, upon ninety days’ prior written notice, to MassMutual and
   the Trust.
  
 
14.  Indemnification.
  
        (a)  In any
   action in which MassMutual or the Fund or any of its or their controlling
   persons, or any shareholders, partners, directors, officers and/or employees
   of any of the foregoing, are parties, the Sub-Adviser agrees to indemnify
   and hold harmless the foregoing persons against any loss, claim, damage,
   charge, liability or expense (including, without limitation, reasonable
   attorneys’ and accountants’ fees) to which such persons may become
   subject, insofar as such loss, claim, damage, charge, liability or expense
   arises out of or is based upon any demands, claims, liabilities, expenses,
   lawsuits, actions or proceedings relating to this Sub-Advisory Agreement or
   to the advisory services for the account of the Fund provided by the
   Sub-Adviser, provided that the loss, claim, damage, liability, cost or
   expense related to, was based upon, or arose out of an act or omission of
   the Sub-Adviser or its officers, directors, employees, affiliates or
   controlling persons constituting willful misfeasance, bad faith, gross
   negligence, fraud, willful misconduct, a breach of this Sub-Advisory
   Agreement, or a violation of applicable federal or state securities laws,
   rules and regulations.
  
        (b)  In any
   action in which the Sub-Adviser or any of its controlling persons, or any
   shareholders, partners, directors, officers and/or employees of any of the
   foregoing, are parties, MassMutual agrees to indemnify and hold harmless the
   foregoing persons against any loss, claim, settlement, damage, charge,
   liability or expense (including, without limitation, reasonable
   attorneys’ and accountants’ fees) to which such persons may become
   subject, insofar as such loss, claim, settlement, damage, charge, liability
   or expense arises out of or is based upon any demands, claims, liabilities,
   expenses, lawsuits, actions or proceedings relating to this Sub-Advisory
   Agreement, the advisory services for the account of the Fund provided by the
   Sub-Adviser, the operation of the Fund or the contents of the Disclosure
   Documents, provided that the loss, claim, damage, liability, cost or expense
   did not relate to, or was not based upon, or did not arise out of an act or
   omission of the Sub-Adviser, its shareholders, or any of its partners,
   officers, directors, employees, agents or controlling persons constituting
   willful misfeasance, bad faith, gross negligence, fraud, willful misconduct,
   a breach of this Sub-Advisory Agreement, or a violation of applicable
   federal or state securities laws, rules and regulations.
  
        (c) 
    Promptly after receipt by an indemnified party under this Section 14
   of notice of any claim or dispute or commencement of any action or
   litigation, such indemnified party will, if a claim in respect thereof is to
   be made against an indemnifying party under this Section 14, notify the
   indemnifying party of the commencement thereof; but the omission to notify
   the indemnifying party will not relieve it from any liability which it may
   have to any indemnified party otherwise than under this Section 14 except to
   the extent, if any, that such failure or delay prejudiced the other party in
   defending against the claim. In case any such claim, dispute, action or
   litigation is brought or asserted against any indemnified party, and it
   notifies the indemnifying party of the commencement thereof, the
   indemnifying party will be entitled to participate therein and, to the
   extent that it may wish, to assume the defense thereof, with counsel
   specially approved in writing by such indemnified party, such approval not
   to be unreasonably withheld, following notice from the indemnifying party to
   such indemnified party of its election so to assume the defense thereof; in
   which event, the indemnifying party will not be liable to such indemnified
   party under this Section 14 for any legal or other expenses subsequently
   incurred by such indemnified party in connection with the defense thereof,
   but shall continue to be liable to the indemnified party in all other
   respects as heretofore set forth in this Section 14. Notwithstanding any
   other provisions of this Section 14, if, in any claim, dispute, action or
   litigation as to which indemnity is or may be available, any indemnified
   party reasonably determines that its interests are or may be, in whole or in
   part, adverse to the interests of the indemnifying party, the indemnified
   party may retain its own counsel, with the choice of counsel subject to the
   consent of the indemnifying party (which consent shall not be withheld
   unreasonably), in connection with such
 claim, dispute, action or litigation and shall continue to be indemnified by
   the indemnifying party for any legal or any other expenses reasonably
   incurred in connection with investigating or defending such claim, dispute,
   action or litigation.
  
        (d)  The
   obligations of this Section 11 shall survive termination of this
   Sub-Advisory Agreement.
  
15.  Disclaimer of Shareholder
   Liability.
  
        MassMutual and the
   Sub-Adviser understand that the obligations of the Trust under this
   Sub-Advisory Agreement are not binding upon any Trustee or shareholder of
   the Trust personally, but bind only the Trust and the Trust’s property.
   MassMutual and the Sub-Adviser represent that each has notice of the
   provisions of the Trust Documents disclaiming shareholder and Trustee
   liability for acts or obligations of the Trust.
  
 
16.  Notice.
  
 
        Any notice under this
   Sub-Advisory Agreement shall be in writing, addressed and delivered or
   mailed, postage prepaid, to the other party, with a copy to the Trust, at
   the addresses below or such other address as such other party may designate
   for the receipt of such notice.
  
 
        If to MassMutual:
   Massachusetts Mutual Life Insurance Company

 
 
0000 Xxxxx
     Xxxxxx
   
  
 

 
 
Xxxxxxxxxxx, XX
     00000
   
  
 

 
 
Attention: Xxxxxx
     X. Xxxxx, Vice President
   
  
 
  
 
        If to the
   Sub-Adviser: Janus Capital Corporation

 
 
000 Xxxxxxxx
     Xxxxxx
   
  
 

 
 
Xxxxxx, XX
     00000-0000
   
  
 

 
 
Attention: General
     Counsel
   
  
 
  
 
        If to either
   MassMutual or the Sub-Adviser, copies to:
  

 
 
MassMutual
     Institutional Funds
   
  
 

 
 
0000 Xxxxx
     Xxxxxx
   
  
 

 
 
Xxxxxxxxxxx, XX
     00000
   
  
 

 
 
Attention:  Xxxxxx X. Xxxxxxx, Vice President and
     Secretary
   
  
 
  
 
17.  No
   Assignment.
  
 
        No assignment (within
   the meaning of the Act) of this Sub-Advisory Agreement may be made without
   the express written consent of all parties hereto.
  
 
18.  Amendments to this Sub-Advisory
   Agreement.
  
 
        This Sub-Advisory
   Agreement may be amended only by a written instrument approved in writing by
   all parties hereto.
  
 
19.  Governing Law.
  
 
        This Sub-Advisory
   Agreement shall be governed by and construed in accordance with the internal
   laws of the Commonwealth of Massachusetts, without giving effect to
   principles of conflict of laws.
  
 
20.  Survival.
  
 
        The provisions of
   this Sub-Advisory Agreement shall survive the termination or other
   expiration of this Sub-Advisory Agreement with respect to any matter arising
   while this Sub-Advisory Agreement was in effect.
  
 

   21.  Successors.
  
 
        This Sub-Advisory
   Agreement shall be binding upon and inure to the benefit of the parties
   hereto and their successors and permitted assigns.
  
 
22.  Entire Agreement.
  
 
        This Sub-Advisory
   Agreement constitutes the entire agreement among the parties hereto with
   respect to the matters referred to herein, and no other agreement, oral or
   otherwise, shall be binding on the parties hereto.
  
 
23.  No
   Waiver.
  
 
        No failure or delay
   on the part of any party hereto in exercising any right, power or remedy
   hereunder shall operate as a waiver thereof, nor shall any single or partial
   exercise of any such right, power or remedy preclude any other or further
   exercise thereof or the exercise of any other right, power or remedy. Any
   waiver granted hereunder must be in writing and shall be valid only in the
   specific instance in which given.
  
 
24.  Severability.
  
 
        If any one or more
   provisions in this Sub-Advisory Agreement shall, for any reason, be held to
   be invalid, illegal or unenforceable in any respect, such invalidity,
   illegality or unenforceability shall not effect any other provision of this
   Sub-Advisory Agreement, but this Sub-Advisory Agreement shall be construed
   so as to effectuate the intent of the parties hereto as nearly as possible
   without giving effect to such invalid, illegal or unenforceable provision
   had never been contained herein.
  
 
25.  Use
   of Names; Review of Fund Disclosure Documents and Sales
   Literature.
  
        The Sub-Adviser is
   the sole owner of the name and xxxx “Janus”. MassMutual shall not,
   and shall not permit the Fund to, without the prior consent of the
   Sub-adviser, use the name or xxxx “Xxxxx” or make representations
   regarding the Sub-Adviser or its affiliates. Upon termination of this
   Sub-Advisory Agreement for any reason, MassMutual shall immediately cease,
   and MassMutual shall cause the Fund to immediately cease, all use of the
   Janus name or any Xxxxx xxxx in connection with the Fund (other than such
   uses in the Disclosure Documents which may be required by law).
  
        During the term of
   this Sub-Advisory Agreement, MassMutual shall furnish to the Sub-Adviser at
   its principal office all prospectuses, proxy statements, reports to
   shareholders, sales literature or other material prepared for distribution
   to shareholders of the Fund or the public which refer to the Sub-Adviser or
   its clients in any way, prior to the use thereof, and MassMutual shall not
   use any such materials if the Sub-Adviser reasonably objects in writing
   within five (5) days (or such other time as may be mutually agreed, which
   would include longer time periods for review of the Fund’s Disclosure
   Documents) after receipt thereof. MassMutual shall ensure that materials
   prepared by employees or agents of MassMutual or its affiliates that refer
   to the Sub-Adviser or its clients in any way are consistent with those
   materials previously approved by the Sub-Adviser as referenced in the
   preceding sentence.
  
26.  Non-Exclusivity.
  
        (a)  The
   Sub-Adviser, its affiliates or any of their directors, officers, employees
   or agents may buy, sell or trade any securities or other investment
   instruments for their own account or for the account of others for whom it
   or they may be acting, provided that such activities will not adversely
   affect or otherwise impair the performance by the Sub-Adviser of its
   responsibilities under this Sub-Advisory Agreement. The Sub-Adviser and its
   affiliates may act as investment manager or provide other services with
   respect to various investment companies and other managed accounts, which
   advice or services, including the nature of such services, may differ from
   or be identical to the advice given or action taken with respect to the
   Fund. In the event of such activities, the transactions and associated costs
   will be allocated among such clients (including the Fund) in a manner that
   the Sub-Adviser believes to be equitable to the accounts involved and
   consistent with such accounts’ investment objectives, policies and
   limitations.
  

           (b)  The
   Sub-Adviser shall be subject to a written code of ethics adopted by it
   pursuant to Rule 17j-1(b) of the Act, and shall not be subject to any other
   code of ethics, including MassMutual’s or the Fund’s code of
   ethics, unless specifically adopted by the Sub-Adviser.
  
        (c)  The
   Sub-Adviser may provide advice to or take action with respect to other
   clients, which advice or action, including the timing and nature of such
   action, may differ from or be identical to advice given or action taken with
   respect to the Fund.
  
 
27.  Counterparts.
  
 
        This Sub-Advisory
   Agreement may be executed in any number of counterparts, each of which shall
   constitute an original, but all of which when taken together shall
   constitute one and the same instrument.
  
 
        IN WITNESS WHEREOF,
   the Fund, MassMutual and the Sub-Adviser have caused this Sub-Advisory
   Agreement to be executed as of the day and year first above
   written.
  

 
 
MASSACHUSETTS 
   MUTUAL 
   LIFE 
   INSURANCE 
   COMPANY
   
   
  
 
  

 
By: 
   
 
/s/    XXXXXX 
   X. XXXXX
   
   
   
 
  
 

 
 
  
 

 
 
Name:    Xxxxxx X. Xxxxx
   
  
 

 
 
Title: Vice
     President
   
  
 
  

 
 
JANUS
     
   CAPITAL 
   CORPORATION
   
   
  
 
  


 
By: 
   
 
/S
   /    XXXXXX 
   XXXXXX 
   XXXXX
   
   
   
 
  
 
 
 
  
 
 
 
Name:    Xxxxxx Xxxxxx Xxxxx
   
  
 
 
 
Title:    Vice President
   
  
 

  
 
ACKNOWLEDGED
 :
  
 
MASS
 MUTUAL 
 INSTITUTIONAL 
 FUNDS
 
 
on behalf of
   MassMutual Aggressive Growth Fund
  

 
By: 
   
 
/s/    XXXXXX 
   X. XXXXXXX
   
   
   
 
  
 
 
 

 
 
Name:    Xxxxxx X. Xxxxxxx
   
  
  
   
 
Title: Vice
     President and Secretary
   
  
 
  
 
 EXHIBIT
   “A”
  
 
        Information and
   documentation provided or to be provided by MassMutual:
  

 
 
         1. 
      A copy of the Trust’s registration statement
   
  
 
  

 
 
         2. 
      Copies of the Fund’s prospectus and statement of additional
     information
   
  
 
  

 
 
         3. 
      Copies of the Trust’s organizational documents, by-laws, and,
     as applicable to the Fund, minutes of meetings of the Trustees of the
     Trust
   
  
 
  

 
 
         4. 
      Notice of the Fund’s custodian designated to hold assets in the
     Fund
   
  
 
  

 
 
         5. 
      A list of the countries approved by the Trustees in accordance with
     Rule 17f-5 in which Fund assets may be maintained and a list of those
     countries available immediately
   
  
 
  

 
 
         6. 
      Certified copies of financial statements or reports prepared for the
     Fund by certified or independent public accountants
   
  
 
  

 
 
         7. 
      Copies of any financial statement or reports made by the Fund to its
     shareholders or to any governmental body or securities
     exchange
   
  
 
  

 
 
         8. 
      Reports as to the composition of assets in the Fund, cash
     requirements and cash available for investment
   
  
 
  

 
 
         9. 
      Copies of MassMutual’s liquidity procedures, cross-trade
     procedures, repurchase agreement procedures, 10f-3, 17a-7 and 17e-1
     procedures and other procedures that may affect the duties of the
     Sub-Adviser
   
  
 
  

 
 
        10.  An
     Internal Revenue Service Form W-9 completed by the Fund
   
  
 
  

 
 
        11.  A
     Qualified Institutional Investor Certification completed by the
     Fund
   
  
 
  

 
 
        12.  A
     list of persons authorized to act on behalf of the Fund
   
  
 
  

 
 
        13.  A
     list of “affiliates” of the Fund, as such term is used in the
     Act, including all broker-dealers affiliated with the Fund
   
  
 
  

 

  
   

   
 
        14. 
      Applicable Commodities Futures Trading Commission exemptions,
     notifications and/or related documentation
   
  
 
  

 
 
        15.  A
     list of established futures accounts