0000950109-01-504326 Sample Contracts

Exhibit D(18) INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Overseas Fund
Investment Sub-Advisory Agreement • October 16th, 2001 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between American Century Investment 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 Overseas 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, 2001.

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EXHIBIT D(16) INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Value Equity Fund
Sub-Advisory Agreement • October 16th, 2001 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Fidelity Management & Research Company (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 Value 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 1st day of May, 2001.

EXHIBIT D(17) INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 16th, 2001 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Harris Associates 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 Overseas 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 August 6, 2001.

EXHIBIT H CLASS L SHAREHOLDER SERVICE AGREEMENT
Class L Shareholder Service Agreement • October 16th, 2001 • Massmutual Institutional Funds • Massachusetts

This CLASS L SHAREHOLDER SERVICE AGREEMENT is being entered into as of the 1st day of May, 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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