0001193125-04-125084 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Focused Value Fund
Sub-Advisory Agreement • July 27th, 2004 • Massmutual Institutional Funds • Massachusetts

This Investment Sub-Advisory Agreement (this “Sub-Advisory Agreement”), is by and between Cooke & Bieler, 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 Focused 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 June, 2004.

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