INVESTMENT SUB-ADVISORY AGREEMENT

 INVESTMENT SUB-ADVISORY AGREEMENT


 
 EXHIBIT
   D(8)
  
 
INVESTMENT
   SUB-ADVISORY AGREEMENT
  
 
        This Investment
   Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and
   between Xxxxx Selected Advisers, L.P. (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 Large Cap 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 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 which have been delivered to the Sub-Adviser;
   
  
 
  

 
 
        (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.
  
 

   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 6 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 at 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 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 5 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) 
    Provided that nothing herein shall be deemed to protect the
   Sub-Adviser from acts or omissions in breach of this Sub-Advisory Agreement
   or from willful misfeasance, bad faith or gross negligence in the
   performance of its duties, or reckless disregard to its obligations and
   duties under this Sub-Advisory Agreement, the Sub-Adviser shall not be
   liable for any loss sustained by reason of good faith errors or omissions in
   connection with any matters to which this Sub-Advisory Agreement
   relates.
  
 
        (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, information
   regarding the investment performance and general investment methods of the
   Sub-Adviser, its principals and affiliates, information that MassMutual
   reasonably deems material to the Fund or necessary to enable MassMutual to
   monitor the performance of the Sub-Adviser 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.
  
 
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. 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.  Compensation of the Sub-Adviser.
  
 
        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: an annual rate of .45% on the first $100
   million of Aggregate Assets; .40% on the next $400 million of Aggregate
   Assets; and .35% on Aggregate Assets in excess of $500 million. For the
   purposes of this Sub-Advisory Agreement, “Aggregate Assets” shall
   mean the aggregate of (i) the average daily net assets of the Fund
   determined at the close of the New York Stock Exchange on each day that the
   Exchange is open for trading, and (ii) the average daily net assets of all
   other funds or accounts of MassMutual or its affiliates, including other
   funds registered under the Act, for which the Sub-Adviser provides
   investment advisory services determined at the close of the Exchange on each
   day that the Exchange is open for trading. MassMutual shall pay the
   Sub-Adviser such fee not later than the tenth (10th) business day
   immediately following the end of each calendar quarter. Aggregate Assets for
   which the Sub-Adviser provides investment advisory services shall mean only
   equity securities and securities convertible into equity securities, but
   shall not include cash or cash equivalents (and do not include the
   Sub-Adviser’s proprietary mutual funds or insurance trusts which are
   purchased by the Fund or by MassMutual registered or unregistered separate
   investment accounts).
  
 
5.  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.
  
 
6.  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 the Sub-Adviser or any of its principals or affiliates is a party, or
   to which any of the assets of the Sub-Adviser is subject, which reasonably
   might be expected to (i) result in any material adverse change in the
   Sub-Adviser’s condition (financial or otherwise), business or
   prospects, (ii) affect adversely in any material respect any of the
   Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s
   ability to discharge its obligations under this Sub-Advisory Agreement, or
   (iv) result in a matter which would require an amendment to the
   Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received
   any notice of an investigation by the Securities and Exchange Commission or
   any state regarding U.S. federal or state securities laws, regulations or
   rules.
  
 
        (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.
  
 
        (d) 
    Subject to adequate assurances of confidentiality, the Sub-Adviser has
   supplied to, or made available for review by, MassMutual (and if requested
   by MassMutual to its designated auditor) all documents, statements,
   agreements and workpapers reasonably requested by it relating to accounts
   covered by the Sub-Adviser’s performance results and which are in the
   Sub-Adviser’s possession or to which it has access.
  
 
        The foregoing
   representations and warranties shall be continuing during the term of this
   Sub-Advisory Agreement.
  
 
7.  Covenants of the Sub-Adviser.
  
 
        (a)  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 of circumstances
   occurs, which would make the Sub-Adviser’s representations and
   warranties in Section 6 inaccurate or incomplete in any material respect, or
   which might render the Disclosure Documents untrue or misleading in any
   material respect, the Sub-Adviser will provide prompt written notification
   to the Fund and MassMutual of any such fact, omission, event or change of
   circumstances, and the facts related thereto.
  
 
        (b)  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 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.
  
 

   8.  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.
  
 
9.  Duration.
  
 
        Unless terminated
   earlier pursuant to Section 10 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 10 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.
  
 
10.  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.
  
 
11.  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 11
   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 11, 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 11 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 11 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 11. Notwithstanding any
   other provisions of this Section 11, 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.
  
12.  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.
  
 
13.  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: Xxxxx Selected Advisers, L.P.

 
 
0000 Xxxx Xxxxxx
     Xxxx, Xxxxx 000
   
  
 

 
 
Xxxxxx, Xxxxxxx
     00000
   
  
 

 
 
Attention:  Xxxxxxx Xxxx,
   
  
 

 
 
Chief Operating
     Officer
   
  
 
  
 

           With a copy to: Xxxxx
   Selected Advisers, L.P.

 
 
0000 Xxxx Xxxxxx
     Xxxx, Xxxxx 000
   
  
 

 
 
Xxxxxx, Xxxxxxx
     00000
   
  
 

 
 
Attention:  Xxxxxx Xxxx,
   
  
 

 
 
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
   
  
 
  
 
14.  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.
  
 
15.  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.
  
 
16.  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.
  
 
17.  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.
  
 
18.  Successors.
  
 
        This Sub-Advisory
   Agreement shall be binding upon and inure to the benefit of the parties
   hereto and their successors and permitted assigns.
  
 
19.  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.
  
 
20.  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.
  
21.  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.
  
 
22.  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
   
  
 
  

 
 
XXXXX
     
   SELECTED 
   ADVISERS
   , L.P.
   
  
 
  

 
By: 
   
 
/s/    XXXXXXX 
   X. XXXX
   
   
   
 
  
 

 
 
  
 

 

  
   

   
 
Name:    Xxxxxxx X. Xxxx
   
  
 

 
 
Title: Chief
     Operating Officer
   
  
 
  
 
ACKNOWLEDGED
 :
  
 
MASSS
 MUTUAL 
 INSTITUTIONAL 
 FUNDS
 
 
on behalf of
   MassMutual Large Cap Value Fund
  

 
By: 
     /s/    XXXXXX 
   X. XXXXXXX
   
   
      
  
 
  

  Name:    Xxxxxx X. Xxxxxxx
   
  
  
      Title: Vice
     President and Secretary